More annual reports from OpenLearning Limited:
2023 ReportDesigning the future of education
OpenLearning Limited (ASX:OLL)
Annual Report 2020
Contents
Performance Highlights
Detailed Overview of OpenLearning
Network Effect
Partnerships
Managing Director’s Report
Chairman’s Report
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
2
4
6
8
13
16
19
33
34
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
35
36
37
38
62
63
68
70
The global,
online learning
partner
OpenLearning Limited is an education technology
company that provides a scalable lifelong learning
platform and learning design services to education
providers; and a global marketplace of world-class
short courses, micro-credentials and online degrees
for learners.
Built on proven learning sciences research
and a social constructivist learning philosophy,
OpenLearning goes beyond traditional instructivist
approaches and static learning management
systems to deliver authentic, active and connected
learning experiences.
Founded in 2012 in Sydney, OpenLearning’s vision
is to improve access to quality education, promote
lifelong learning, and future-proof the workforce by
enabling education providers to design, deliver and
sell transformative courses and degrees worldwide.
OpenLearning expanded to Southeast Asia in 2015
by establishing an office in Kuala Lumpur, Malaysia,
and is now the leading platform for online higher
education in Southeast Asia.
Today, OpenLearning employs over 55 people
globally across its offices in Sydney and Kuala
Lumpur, with remote team members spread across
the world to service its global client-base.
OpenLearning is uniquely placed to be the partner
of choice for education providers as they move
online thanks to its innovative proprietary online
learning platform, depth of expertise in education,
established partnerships with leading universities
and organisations, and a large and growing user-
base of lifelong learners.
With more than 2.7 million learners worldwide,
thousands of courses and partnerships with over
167 education providers, OpenLearning is at the
forefront of a new wave of education delivery.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
1
Performance
Highlights
Strong growth in core business
OpenLearning delivered strong growth across its key metrics including
software-as-a-service (SaaS) annualised recurring revenue (ARR), SaaS
customers, gross sales, unique users and enrolments in FY20.
OpenLearning’s ARR grew to $1.35m in FY20, an increase of 42% and
with a 10% increase in the final quarter of the year, which was driven by
a substantial 169% Y-o-Y rise in SaaS clients to 167 education providers.
Gross sales also increased significantly, rising by 48% Y-o-Y to $2.87m,
with cash receipts from customers rising by 42% Y-o-Y to $3.18m.
4.41m
total enrolments
as at end FY20, an
increase of 74% Y-o-Y
42%
Increase Y-o-Y in
annualised recurring
revenue (ARR)1 to
$1.35m as at end FY20
48%
Increase Y-o-Y in
gross sales to
$2.87m in FY20
(all financial amounts are in AUD unless otherwise stated)
1
Annualised recurring SaaS revenue, calculated by utilising the generally accepted industry standard, which involves multiplying the monthly
accrued SaaS revenue in the month at the end of the quarter by 12 (months). The ARR calculation does not take into account the future expiry
of the term of any contract under which SaaS revenue is generated or any customer lost during the relevant month.
2
105net new platform
SaaS clients added
in FY20
169%
Y-o-Y increase
in Platform SaaS
customers to 167
as at end FY20
42%
Y-o-Y increase in annual
cash receipts from
customers for FY20
to $3.18m
56%
Y-o-Y increase in Platform
SaaS revenue to $1.13m
making it the largest
revenue stream in FY20
18%
Y-o-Y increase in revenue to $1.89m
(sales less revenue shared with education providers)
Business highlights
• Signed transformative 5-year
agreement to deliver the UNSW
Transition Program Online for
international students to gain
entry into UNSW with the first
intake commencing in March 2021
• Signed 5-year agreement with
UNSW and The University of
Queensland to be the technology
and operating partner of the
Biomedical Education and Skills
Training Network
• Signed significant agreements
• Developed and launched
with Open Universities Australia,
the country’s largest higher
education marketplace to
support the development
of micro-credentials by Australian
universities
• Entered strategic partnership
and platform agreement with the
Australian Catholic University
• Entered strategic partnership
and platform agreement with
High Resolves to deliver their
award-winning learning
experiences in schools across
Australia and the United States
OpenCreds, Australia’s first
cross-sector micro-credential
framework
•
Implemented significant
enhancements to the
OpenLearning platforms to
speed up customer onboarding,
self-service course design,
analytics, learner engagement
and portfolios
• Continued investment in revenue
share opportunities to accelerate
growth in FY21
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
3
Detailed
Overview of
OpenLearning
The OpenLearning platform has
been built from the ground up on
solid educational foundations since
its inception.
The goal is to provide a social learning
environment in which students feel
empowered, deep learning experiences
are fostered, students are intrinsically
motivated, and passionate communities
of practice flourish through well-
designed constructive experiences.
This has been realised with the latest
social technology, and is designed for
a global, connected society.
Additionally, OpenLearning is an
innovator in the field, and extends
existing educational theory to not
only the platform mechanics, but
by providing a launch pad for new
academic research. We work with
both educators and technologists
in continual experiments with novel
educational mechanics.
OpenLearning handles
all aspects of delivering
an online learning
experience through its
unique operating model
that includes everything
an education provider
would need to launch an
online education business:
1.87mnew enrolments
in courses in FY20
4
1. Scalable online learning
2. Learning services division
3. Global marketplace
platform hosted in Australia
and accessible worldwide,
which enables end-to-end
online education delivery for
university degrees, micro-
credentials, vocational
education and professional
development to bridge
skills gaps;
comprised of learning designers
(online learning specialists)
who collaborate with subject
matter experts to redesign
courses and upskill staff
at education providers to
create high quality online
courses; and
for education where universities
and education providers are
able to promote their online
courses or degrees to millions
of learners worldwide.
OpenLearning generates significant value for its partners across a range
of use-cases and markets – solving some of the greatest challenges facing
education providers:
• Deliver their accredited and
non-accredited courses online via
its scalable cloud learning platform
to domestic and international
students, either fully online or
blended;
• Diversify their revenue streams
through the delivery of university or
higher education provider branded
short courses and micro-credentials
to bridge the skills gap for working
professionals;
• Diversify their sources of
international students by raising
their brand awareness in Southeast
Asia by leveraging OpenLearning’s
database of 2.7m learners;
• Build a sustainable pipeline
of international students by
offering foundation and pathway
programs online, offshore and
in-country through partners; and
•
Increase engagement
of international students
by offering large-scale language
and enrichment courses to support
students at both regional and
urban higher education campuses.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
5
Network
Effect
The OpenLearning platform primarily operates on a B2B2C model,
whereby education providers are utilising the platform to deliver
courses to learners. Depending on the goals of the education
provider and the type of courses they offer, the Company may
be able to promote the education providers courses to other
learners on the OpenLearning platform. This produces
a network effect, which is enabled by a number of
key design decisions, including:
1
2
3
Single global cloud platform
whereby all education providers
and learners use the same instance
of the platform;
Maintaining a strong relationship
with the end-consumer by ensuring
that OpenLearning’s logo is visible
on public courses;
4
5
Every user, regardless of whether
they arrive at the OpenLearning
platform through the marketplace
or via an institution portal, has a
global account and control over
their data;
Learners are able to browse
the marketplace and opt-in to
receive information about new
courses; and
Every user has a profile on the
OpenLearning platform that
automatically aggregates all of their
evidence of learning into an online
portfolio, as well as their badges,
certificates and progress.
6
LEARNERS OPT-IN
Student
Acquisition
Direct to Student
(Customers promote courses
to their learners)
OpenLearning Marketplace
(Courses promoted to
existing user-base)
B2B SaaS
Model
Corporate/Government
(annual fees based on # of learners)
Education Providers
(annual fees based on # of learners)
Industry-leading learning and capability
Education
Expertise
200+ courses
CPD, Humanities & STEM
Multi-language
Universities & TVET
Courses & Degrees
Scalable education technology and online learning platform
DIY course creation
Collaboration
Course delivery
Learning analytics
Technology
Platform
Certification
Portfolios
Badges
Gamification
Multi-currency
Constructivist pedagogy
Project-based learning
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
7
Partnerships
Agreement with Open Universities Australia, the country’s largest
higher education marketplace, to support the development and
distribution of OpenCreds by Australian universities.
8
Strategic partnership and platform agreement with the
Australian Catholic University to support the delivery
of high quality lifelong learning.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
9
Strategic partnership with High Resolves to enable them to
deliver their award-winning learning experiences in schools.
Within a few months, High Resolves redesigned their remotely
delivered experiences on OpenLearning and has achieved even
higher net promoter scores than their in-person experiences.
10
Transformative agreement with UNSW Global to deliver
the UNSW Transition Program Online, an innovative four-month
program for international students to gain entry into UNSW,
a world top 50 university.
Based on an established on-campus program, the UNSW
Transition Program Online has been reimagined to leverage
OpenLearning’s platform and social constructivist approach,
combining activity-based learning, personalised coaching,
portfolio-based assessment and interviews instead of exams
to set a new benchmark in online education.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
11
Agreement with UNSW and The University of Queensland
to be the technology and operating partner of the Biomedical
Education and Skills Training Network, a not-for-profit network
of academics and biomedical schools developing and sharing
next-generation courseware and technology.
12
Managing Director’s Report
Dear fellow shareholders,
The challenges faced by society in FY20 have
accelerated adoption and acceptance of online
education while revealing the deficiencies in existing
systems and approaches.
More than ever, OpenLearning’s technology and approach
for delivering active learning and improving outcomes is
solving some of the critical problems faced by higher
education providers.
In FY20, OpenLearning’s team adapted to rapid changes in
the education sector and economy, enabling the business
to deliver growth across all key metrics and sign a number
of transformative agreements.
As of the end of FY20, OpenLearning has had over
4.4 million enrolments from 2.7 million registered learners
across thousands of courses provided by 167 education
providers, making it one of the world’s largest online
education platforms.
OpenLearning had cash and cash equivalents at end of
$8.6m at 31 December 2020, ensuring that we are able to
fully execute our growth strategy in FY21 and take advantage
of the opportunities that present themselves as the world
looks towards online education in the years to come.
Strong growth in core business
OpenLearning delivered strong growth across its key metrics
including SaaS annualised recurring revenue (ARR), SaaS
customers, gross sales, unique users and enrolments in FY20.
OpenLearning’s ARR grew to $1.35m in FY20, an increase
of 42% and with a 10% increase in the final quarter of the
year, which was driven by a substantial 169% Y-o-Y rise in
SaaS clients to 167 education providers. Gross sales also
increased significantly, rising by 48% Y-o-Y to $2.87m,
with cash receipts from customers rising by 42% Y-o-Y to
$3.18m. This acceleration in growth was a result of the
shift to a software-as-a-service model and strategic
university partnerships.
Following the Company’s transition to a SaaS business
in the previous fiscal year, SaaS revenue grew strongly
during FY20, increasing by 56% Y-o-Y to $1.13m, making
it the Company largest revenue stream. Sales of online
courses through OpenLearning’s platform grew 91%
Y-o-Y to $1.12m, $0.98m of which was paid to education
providers, an increase of 190% Y-o-Y.
This demonstrates that the Company’s customers are
generating new revenue from its platform in addition to
delivering courses for their existing learners. After deducting
revenue shared with education providers, the Company’s
revenue grew by 18% to $1.89m.
SaaS ARR (’000)
SaaS Revenue (’000)
1,500
1,200
900
600
300
0
$1,345
$944
$534
FY18
FY19
FY20
1,200
1,000
800
600
400
200
0
$1,127
$723
$379
FY18
FY19
FY20
Gross Sales (’000)
SaaS Customers
3,000
2,500
2,000
1,500
1,000
500
0
$2,868
$1,888
$1,941
FY18
FY19
FY20
200
150
100
50
0
167
62
23
FY18
FY19
FY20
Images 1 – 6: SaaS ARR (includes the OpenLearning platform and BEST Network), SaaS Revenue (Accrual basis), Group Gross Sales, SaaS Customers
(paying >$500/year), Cumulative Unique Users, and Cumulative Enrolments by financial year.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
13
Managing Director’s Report (Continued)
Cumulative Unique Users (’000)
Cumulative Enrolments (’000)
3,000
2,500
2,000
1,500
1,000
500
0
2,730
1,735
1,341
FY18
FY19
FY20
5,000
4,000
3,000
2,000
1,000
0
4,410
2,540
1,817
FY18
FY19
FY20
Major partnerships to drive future growth
The past year saw an acceleration in the adoption of
online learning and greater acceptance of online degrees,
short courses and micro-credentials by both domestic
and international students. OpenLearning has successfully
positioned itself to capitalise on these tailwinds and
signed a number of significant agreements with top
tier organisations that are expected to drive future
revenue growth.
In Q4, OpenLearning signed a five-year license agreement
with the University of New South Wales Global (UNSW
Global) to design and deliver a new online Transition
Program for international students. The Company expects
to receive net revenue of between $6,000 and $9,000 for
each student in the program after fees paid to UNSW
Global and based on the estimated enrolment fee per
student. The program’s first intake will commence in
March 2021.
The Company signed a five-year agreement with the
UNSW and The University of Queensland (UQ), which saw
it become the technology and operating partner of the
Biomedical Education Skills and Training (BEST) Network.
The BEST Network is a member-based collaboration of
five Australian universities and five international universities
in addition to UNSW Sydney and UQ, who pay an annual
membership fee, a portion of which will go to the Company,
to participate in the network.
In Q3, OpenLearning signed agreements with Open
Universities Australia (OUA). The agreements established
three key initiatives that are designed to provide
universities with a low-risk entry into the micro-credential
market by leveraging OUA’s established marketplace and
OpenLearning’s platform and services. To accelerate
adoption, OpenLearning and OUA also launched a jointly
funded grant program to develop up to 30 OpenCreds
courses on a revenue share basis.
In Q2, the Company expanded its partnership with
Australian Catholic University (ACU) by signing a 3-year
Platform SaaS agreement. The agreement built upon
an existing partnership formed in late 2019 when ACU
became a cornerstone investor in the Company’s IPO
with a $1 million investment.
In Q2, the Company signed a platform and services
agreement with Heriot-Watt University Malaysia, the
Malaysian campus of Heriot-Watt University, one of the
UK’s leading universities with five campuses and over
29,000 students, to redesign the first semester of its
Foundation Studies program. The program was designed
and delivered on-time and on-budget, and was well
received by students.
In Q1, OpenLearning signed a usage-based SaaS
agreement with global not-for-profit High Resolves,
representing the Company’s first significant expansion
into the K12 sector. During the year, High Resolves
redesigned their most popular programs to be delivered
via the OpenLearning platform and delivered them
to thousands of students worldwide, receiving
overwhelmingly positive feedback from students.
Development of OpenCreds and enhancements
to OpenLearning’s platforms
In FY20, the Company launched OpenCreds, Australia’s
first cross-sector micro-credentialing framework and
subsequently launched a version for Malaysia later in the
year. OpenCreds enables education providers to adapt to
the fast-changing nature of work by providing a common
structure through which they can deliver micro-credentials
across higher education, vocational education, and industry.
In July, the Company launched the OpenCreds Investment
Fund to fund the development of OpenCreds on a revenue-
share basis, the initiative has signed up eight higher
education providers to build 26 OpenCreds.
14
Strong team and foundations
I would like to thank my fellow directors, chairman
Kevin Barry, Professor Beverley Oliver, Spiro Pappas,
David Buckingham and Maya Hari for their guidance
and support over the past year.
I’m proud to work alongside our diverse team across
Australia, Malaysia, Indonesia and beyond, as well as our
highly regarded leadership team, including founder and
CTO David Collien, Managing Director for Australia Cherie
Diaz, Managing Director for Malaysia Sarveen Kandiah,
CFO Huat Koh and Strategy Director Christina He.
We’ve started 2021 well-funded and are on track to
execute multiple strategic growth initiatives and key
partnerships. In the near-term, we are preparing for the first
intake of the UNSW Transition Program Online, investing
in sales and marketing, implementing enhancements to
our platform, and expanding the number of OpenCreds
with our partners.
In FY21, we hope to see our investments in recent
partnerships lead to new revenue streams and the
onboarding of more top tier organisations onto the
OpenLearning platform. We look forward to the year
ahead and we thank all our shareholders for their
support in FY20.
Kind regards
Adam Brimo
Managing Director and Group CEO
The Company believes that OpenCreds has the potential
to become an industry standard for the delivery of micro-
credentials in Australia and will result in more education
providers subscribing to its platform.
Throughout FY20, OpenLearning also implemented
significant enhancements to the OpenLearning platform to
speed up customer onboarding, self-service course design,
learning analytics, learner engagement and portfolios.
Corporate
OpenLearning ended FY20 with a strong cash position
of $8.60m, bolstered by successfully completing a $5.94m
institutional placement in Q4. The Company is currently
using the proceeds of the funding to deliver on
partnerships and near-term growth initiatives.
Specifically, proceeds from the placement are being
directed towards:
• The setup and delivery of the UNSW Global Transition
Program Online, which is expected to provide a
significant new revenue stream to the Company
• The design and development of OpenCreds and
qualifications on a revenue share basis
• Strategic acquisition opportunities
• Continued developments and enhancement
of the OpenLearning platform
• Working capital requirements
The Company made substantial progress towards
the end of FY20 on these initiatives.
Critical importance of higher education to the
Australian economy
Few industries are as critically important to Australia’s
economy and our society as education. While technology
is already transforming vast sections of our country,
education providers have been slow to adapt – opting
for incremental improvements as opposed to ground-
breaking transformation.
This dynamic is beginning to change. Students and
working professionals require news skills to adapt to new
ways of working, they’re demanding short courses rather
than multi-year degrees. It is becoming increasingly clear
that higher education is moving and must move from a
once-in-a-lifetime product to lifelong learning experience.
The opportunity ahead of the Company is significant –
in Australia, Malaysia, Southeast Asia and around the
world as millions of people look to further their education
online. Globally, there are only a handful of companies
that are well placed to benefit from this once in a
generation change and OpenLearning is leading the
way. While significant change always takes time, the
pace is definitely accelerating.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
15
Chairman’s Report
Dear fellow shareholders,
I am delighted to present OpenLearning Limited’s Annual
Report for the financial year ended 31 December 2020.
The Company develops and operates an online education
platform (Platform) on a software-as-a-service (SaaS)
business model whose primary customers are education
providers based in Australia and the South-East Asia,
U.S. and the U.K.
The Company successfully listed on the ASX in December
2019 raising $8 million to fund growth opportunities, reward
and incentivise senior management to drive the underlying
growth of the business and to further develop the
OpenLearning Platform.
FY20 Year Results
In FY20, the Group continued its focus on growing SaaS
fees and securing partnership agreements with top tier
education providers by expanding its sales, partnerships
and marketing teams, and investing in customer success,
product development and OpenCreds, a cross-sector
micro-credential framework.
The advent of COVID-19 in early 2020, leading to imposition
of stay-at-home measures, resulted in education providers
placing emphasis on delivery of their courses online and
greater students’ enrolment in online courses. The Group
was well positioned to support education providers as they
began to move online and was able to secure a number of
new clients and long-term partnerships that have the
potential to generate substantial new revenue.
The Group’s efforts, in combination with a renewed interest
in online education, resulted in an increase in gross sales
across the Group’s Platform SaaS fees which increased
56% y-o-y and for Marketplace sales which increased
91.3% y-o-y. For Marketplace, the Group transitioned
from predominately a free platform and revenue share
model to a subscription platform. However, this resulted
in a reduction in gross margin for Marketplace comparing
FY20 against FY19.
The group achieved revenue growth of 17.8% to $1,888,636
in FY20. Loss after tax for FY20 reduced by 27.1% y-o-y to
$(5,624,265).
Strategy
The Company’s strategy in FY20 was to grow high
margin platform SaaS revenue by expanding its sales and
marketing resources to acquire more clients from the higher
education sector and increase usage of the platform by its
existing clients. In FY20, platform SaaS revenue grew to
become the Group’s largest source of revenue.
At the same time, the Company was able to secure a
number of long-term strategic partnerships that leverage
the Company’s education platform and expertise on a
revenue share basis.
The Company is investing in its online sales channel and
website to acquire and onboard Platform SaaS clients
online and through inside sales, which will enable it to
service clients beyond its existing markets.
People
Our team in the Company is truly committed to bring
our business strategy to fruition. On behalf of the Board,
I would like to thank each and every one of our dedicated
team members for their hard work and adaptability
throughout the year in the face of the challenges brought
about by COVID-19 around the world.
Looking Ahead
As the world looks forward to a new normal as COVID-19
is brought under control, the Company is well positioned
to capitalise on the continued shift towards online
education as well as a return to on-campus education
through its university partnerships, including the UNSW
Transition Program Online, which provides direct entry
for international students into UNSW, a global top
50 ranked university.
Through the work that has been performed in FY20, the
Board believes the Company is well positioned to grow
and build up its position as one of the leading lifelong
learning platforms and education technology companies
in the market.
Despite the Group’s losses, cash and cash equivalents
remained healthy at $8,595,069 as at 31 December 2020
arising from a capital raising completed in November 2020.
Kevin Barry
Chairman
Net cash flows used in operating activities were $(4,988,848)
in FY20 as the Group invested in establishing a number
of strategic partnerships and programs in exchange for
a share of future revenues from those initiatives.
16
Financial
Report
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
17
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
19
33
34
Consolidated Statement of Financial Position 35
Consolidated Statement of Changes in Equity 36
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
37
38
62
63
68
70
18
Directors’ Report
Your directors present their report on the Consolidated Entity (referred to herein as the Group) consisting
of OpenLearning Limited and its controlled entities for the financial year ended 31 December 2020.
Directors
The following persons were directors of OpenLearning Limited during or since the end of the financial year
up to the date of this report:
Kevin Barry
Adam Brimo
Spiro Pappas
Non-Executive Chairman
Managing Director and Group CEO
Executive Director (re-designated from non-executive director on 30 June 2020)
David Buckingham
Non-Executive Director
Professor Beverley Oliver
Non-Executive Director
Maya Hari
Non-Executive Director
Particulars of each director’s experience and qualifications are set out later in this report.
Principal Activities
The principal activities of the Group during the financial year were:
• providing a cloud-hosted social learning platform for delivering short courses, blended learning and online degrees;
• providing learning design services; and
• promotion and sale of educational courses through a global marketplace.
Review of operations and financial position
Results for financial year 2020 (“FY2020”):
• gross sales of $2,868,498, an increase of 47.8% year-on-year (“y-o-y”);
• revenue of $1,888,636, an increase of 17.8% y-o-y; and
•
loss after tax of $(5,624,265), a decline in losses of 27.1% y-o-y.
Revenue from ordinary activities
Revenue comprises of the following:
Platform SaaS fees
Marketplace sales
Services sales
Gross sales
Less: Sharing of revenue with course creators
Revenue
2020
$
2019
$
1,888,636
1,602,613
1,127,453
1,121,159
619,886
2,868,498
(979,862)
1,888,636
722,525
585,928
632,309
1,940,762
(338,149)
1,602,613
INC/(DEC)
%
17.8
56.0
91.3
(2.0)
47.8
>100.0
17.8
The Group continued its focus on growing Platform SaaS fees and securing partnership agreements with top tier education
providers in FY2020 by expanding its sales, partnerships and marketing teams, and investing in customer success, product
development and OpenCreds, a cross-sector micro-credential framework. The advent of COVID-19 in early 2020, leading
to imposition of stay-at-home measures, resulted in education providers placing emphasis on delivery of their courses
online and greater students’ enrolment in online courses.
The Group’s efforts, in combination with a renewed interest in online education, resulted in an increase in gross sales
across the Group’s Platform SaaS fees which increased 56.0% y-o-y and for Marketplace sales which increased 91.3% y-o-y.
For Marketplace, the Group transitioned from predominately a free platform and revenue share model to a subscription-
based model in the previous FY2019 with the aim of increasing recurring revenue from its platform. However this resulted
in a reduction in gross margin for Marketplace comparing FY2020 against FY2019. This strategy resulted in revenue growth
of 17.8% y-o-y in FY2020 for the Group.
Loss after tax for FY2020 reduced by 27.1% y-o-y to $(5,624,265). Loss for the previous FY2019 was higher due mainly to
incurrence of pre-IPO and IPO related expenses amounting to $3.1 million leading to the listing of the Company on the
ASX in December 2019.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
19
Directors’ Report (Continued)
Despite the Group’s losses, cash and cash equivalents remained healthy at $8,595,069 as at 31 December 2020 arising from
a capital raising completed in November 2020.
Significant changes in the state of affairs
The following significant changes in the state of affairs of the Group occurred during the financial year:
(i) The holding company, OpenLearning Limited, issued 21,212,495 ordinary shares at $0.28 each to shareholders
pursuant to a capital raising exercise completed in November 2020.
(ii) The holding company issued 3,145,831 ordinary shares at $0.20 each pursuant to exercise of share options.
Events after the reporting period
No matters or circumstances have arisen since the end of the financial year that significantly affected or could significantly
affect the operations of the Group in future financial years.
Future development, prospects and business strategies
The effects of COVID-19 in the past year resulted in increased adoption of online learning delivery by education providers,
especially in the higher education sector and greater acceptance of online degrees, short courses and micro-credentials
by students. The Group is well positioned to capitalise on these tailwinds and have secured a number of strategic partnerships
that have the potential to generate significant revenue when commercial operations commence in FY2021. Among these
strategic partnerships are:
• an agreement with UNSW Global for the delivery of the UNSW Transition Program Online;
• the launch of the OpenCreds Investment Fund and agreements with Open Universities Australia for the development
of micro-credentials and short courses on revenue-share basis; and
• an agreement with The University of Queensland and UNSW for the Biomedical Education Skills and Training Network.
The Group continues to implement significant enhancements to its platforms to speed up customer onboarding,
self-service course design, learning analytics, learner engagement and portfolios. This will strengthen the appeal
of the platforms and drive revenue growth.
Environmental issues
The Group’s operations are not regulated by any significant environmental regulations under the laws of the countries
where the Group operates in.
Dividends
No dividends were paid or declared during or since the end of the financial year and there were no declared dividends
unpaid at the date of this report.
Indemnification and insurance of directors and officers
During the year, the Group has paid a premium in respect of an insurance contract insuring all directors and officers
of the Group against liabilities incurred in the capacity as a director or officer of the Group.
Indemnification and insurance of auditor
During the year, the Group has not indemnified or agreed to indemnify the auditor of the Company.
Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings
to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part
of those proceedings.
The Company was not a party to any such proceedings during the year.
Non-audit Services
The Board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. No other fees were paid or payable to the
auditors for non-audit services performed during the year ended 31 December 2020.
20
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 31 December 2020 has been received and can be found
on page 33 of the financial report.
Options
At the date of this report, the unissued ordinary shares of OpenLearning Limited under option are as follows:
GRANT DATE
9 December 2019
9 December 2019
9 December 2019
DATE OF EXPIRY
9 December 2021
9 December 2022
9 December 2022
EXERCISE PRICE PER SHARE
NUMBER UNDER OPTION
$0.20
$0.20
$0.30
27,687,476
2,793,333
5,000,000
Option holders do not have any rights to participate in any issues of shares or other interests of the Company or any
other entity.
For details of options issued to directors and executives as remuneration, refer to the remuneration report.
Other than the above, there have been no options granted over unissued shares or interests of any controlled entity within
the Group during or since the end of the reporting period.
Performance rights
As at the date of this report there were 2,325,000 performance rights convertible to shares on 1:1 basis on issue
(2019: 2,750,000).
Information Relating to Directors and Company Secretary
KEVIN BARRY
Qualifications
Experience
Interest in Shares
and Options
Special Responsibilities
Directorships held in other
listed entities during the
three years prior to the
current year
NON-EXECUTIVE CHAIRMAN
B.Comm, LLB
Kevin Barry is a director of TCAP Australia and Thakral Capital Holdings.
His responsibilities include execution of investment opportunities, oversight and
management of development projects, origination of senior construction and
investment finance. Kevin is also the TCAP group representative director for the
GemLife retirement business.
Kevin has over 24 years’ experience in law, property finance and funds management.
Initially he started as a structured finance lawyer in Sydney with KPMG & Blake Dawson,
and then London with Norton Rose. In 2001, he moved to investment banking at Zurich
Capital Markets Asia where he was Senior Vice President responsible for the structuring
and execution of their principal finance business. He subsequently managed CHOPIN
structured finance business whose primary activities included originating fixed income
products across various asset classes. Prior to joining the TCAP group, Kevin was
involved in setting up the credit strategies funds management business at Pengana
Capital. Since 2010, Kevin has been on the Board as Chairman of the ASX listed ICS
Global Limited (ASX: ICS).
1,839,788 fully paid ordinary shares
Options to acquire a further 1,534,225 ordinary shares
Member of Audit Committee and Remuneration Committee
Current director of ICS Global Limited (since 23 July 2010)
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
21
Directors’ Report (Continued)
ADAM BRIMO
Qualifications
Experience
MANAGING DIRECTOR AND GROUP CEO
B.Eng (Software), B.Arts (Politics)
Adam Brimo is listed in the 2017 Forbes 30 Under 30 Asia for Consumer Technology,
The Pearcey Foundation 2018 NSW Tech Entrepreneur Hall of Fame and is a recipient
of the 2011 UNSW Alumni Graduand Award.
Adam previously worked at Macquarie Bank as a Software Engineer in the Fixed
Income, Currencies and Commodities Group and at Westpac Institutional Bank
as a Senior Software Engineer.
In 2010-2011, Adam led the successful Vodafail consumer activist campaign, which
resulted in nationwide media coverage, an ACMA inquiry and a $1bn network upgrade
for Vodafone’s Australian business. Adam was named the Consumer Activist of the Year
in 2011 by Choice Magazine for his transformative impact on the telecommunications
sector in Australia.
In 2012, Adam joined UNSW Professor Richard Buckland and David Collien to found
OpenLearning.com, a social learning platform. Since that time, over 2.7 million students
have joined courses, including the first massive open online courses (MOOCs) from
Australia and Malaysia.
Interest in Shares
and Options
6,532,475 fully paid ordinary shares
Options to acquire a further 126,358 ordinary shares
Performance rights to allow conversion to 1,000,000 ordinary shares
Special Responsibilities
Directorships held in other
listed entities during the
three years prior to the
current year
Group CEO
None
SPIRO PAPPAS
Qualifications
Experience
EXECUTIVE DIRECTOR
B.Comm (Merit), AICD
Spiro Pappas is a business leader with over 30 years of experience predominantly in the
financial services industry.
Since leaving NAB in July 2018, Spiro has served on a number of boards. In addition to
his role at Open Learning, Spiro is currently the Chairman of Atlas Iron, TCM Digital
(Global Ecommerce Aggregator) and OpenInvest (Wealthtech) and ASX Listed Splitit
(Payment Fintech – Spiro stepped down as Chair of Splitit in February 2021). Spiro is also
a non-executive director of DataMesh Group (Payment Fintech).
At NAB, Spiro performed several leadership roles including Executive General Manager
of Global Institutional Banking, CEO of Asia and Executive General Manager of
International and Innovation.
Prior to NAB, Spiro worked in Sydney, London and New York with Deutsche Bank and
then over 11 years in London with ABN AMRO/RBS where he managed a number of
global businesses including Debt Capital Markets, Client Coverage for Financial
Institutions and Corporate Finance and Advisory.
Spiro has also served on the Advisory Board of both the Australia China Business Council
and the Australia Japan Business Cooperation Council and was a Board Member of the
European Australian Business Council.
Spiro was also a member of a taskforce advising the Federal Government on how to
enable the SME sector for the digital age.
Interest in Shares
and Options
3,679,091 fully paid ordinary shares
Options to acquire a further 1,547,508 ordinary shares
Special Responsibilities
Member of Audit Committee
Directorships held in other
listed entities during the
three years prior to the
current year
22
Current director of Splitit Payments Ltd (since 20 January 2019)
DAVID BUCKINGHAM
NON-EXECUTIVE DIRECTOR
Qualifications
Experience
Engineering Science B.Tech (Hons), ACA ICAEW, GAICD
David Buckingham is the non-executive Chairman of ASX-listed Pentanet Limited
(ASX: 5GG) and a non-executive director of ASX-listed Nuheara Limited (ASX: NUH).
David was previously the Group CEO and Managing Director of Navitas (ASX: NVT)
from 2018-2019 and the CFO from 2016-2018.
David has a diverse educational background and impressive career which he began
in the United Kingdom with PricewaterhouseCoopers. He later moved into the
telecommunications industry to which he devoted much of his career. He has worked
for Telewest Global as the Group Treasurer and Director of Financial Planning,
Virginmedia, as Finance Director Business Division and iiNet where he held the roles
of Chief Financial Officer and Chief Executive Officer between 2008 and 2015.
Interest in Shares
and Options
416,666 fully paid ordinary shares
Options to acquire a further 1,416,666 ordinary shares
Performance rights to allow conversion to 375,000 ordinary shares
Special Responsibilities
Member of Audit Committee
Directorships held in other
listed entities during the
three years prior to the
current year
Current director of Pentanet Limited (since 9 September 2020)
Current director of Nuheara Limited (since 1 November 2019)
Navitas Limited (Appointed 1 July 2018; Resigned 5 July 2019)
PROFESSOR BEVERLEY OLIVER
NON-EXECUTIVE DIRECTOR
Qualifications
Experience
Interest in Shares
and Options
BA (Hons), M.Phil PhD W.Aust, GradDipEd Murdoch, GAICD PFHEA
Emeritus Professor Beverley Oliver is an education change leader, a Principal Fellow
of the Higher Education Academy, and an Australian National Teaching Fellow.
She works as a higher education consultant and researcher in areas such as digital
education, micro-credentials, curriculum transformation, quality assurance and graduate
employability. She is the founder and editor of the Journal of Teaching and Learning
for Graduate Employability.
Beverley was Deputy Vice-Chancellor Education at Deakin University (2013-2018),
Deputy Chair of Universities Australia’s Deputy Vice-Chancellors (Academic) (2018)
and Deputy Chair of the Board of EduGrowth, a not-for-profit entity and Australia’s
acceleration network for high-growth, scalable, borderless education (2016-18).
Beverley’s leadership has been recognised through two national Citations for
Outstanding Contributions to Student Learning and several nationally funded grants
and two fellowships. In 2017, she was awarded Deakin University’s highest honour,
the title of Alfred Deakin Professor, for her outstanding and sustained contribution
to conceptualising the strategic enhancement of courses in the digital economy and
furthering Deakin University’s research and scholarship in the field of higher education.
Options to acquire 1,000,000 ordinary shares
Special Responsibilities
Member of Remuneration Committee
Directorships held in other
listed entities during the
three years prior to the
current year
None
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
23
Directors’ Report (Continued)
MAYA HARI
Qualifications
Experience
NON-EXECUTIVE DIRECTOR
MBA, MS Engineering
Maya Hari is the VP & Managing Director, Asia Pacific at Twitter. Asia Pacific has been
the growth engine for Twitter in recent years. Maya’s focus has been to fuel Twitter
strategy and rapid growth in key markets such as China, India, Australia and Indonesia.
Maya brings diverse business experience having led functions in Sales, Marketing &
Product Management. She serves as a director of the following entities in Singapore:
TIE Singapore (a Non-Profit focused on fuelling the entrepreneurial ecosystem),
Aviva Singlife Holdings Pte Ltd, Aviva Ltd and Singapore Life Pte Ltd.
Prior to Twitter, Maya spent 16+ years in the digital media, mobile and eCommerce in
the US and in Asia Pacific region for brands such as Google, Samsung, Microsoft & Cisco.
She was also responsible for the digital transformation & re-engineering of media
powerhouse Conde Nast in Asia – launching and bringing internet and mobile offerings
for top tier publication titles such as Vogue, GQ and Condé Nast Traveller.
Interest in Shares
and Options
Options to acquire 1,000,000 ordinary shares
Special Responsibilities
Member of Remuneration Committee
Directorships held in other
listed entities during the
three years prior to the
current year
None
JUSTYN STEDWELL
COMPANY SECRETARY
Qualifications
Experience
Bachelor of Business and Commerce (Management and Economics) – Monash University,
Graduate Diploma of Accounting – Deakin University, Graduate Diploma of Applied
Corporate Governance – Governance Institute of Australia, Graduate Certificate of
Applied Finance – Kaplan Professional
Company Secretary with over 13 years’ experience as a Company Secretary of ASX listed
companies in various industries including IT and telecommunications, mining and
exploration, biotechnology and agriculture.
Meetings of Directors
During the financial year, 12 meetings of directors (including committees of directors) were held. Attendances by each
director during the year was as follows:
DIRECTORS’ MEETINGS
AUDIT COMMITTEE
REMUNERATION COMMITTEE
NUMBER
ELIGIBLE TO
ATTEND
NUMBER
ATTENDED
NUMBER
ELIGIBLE TO
ATTEND
NUMBER
ATTENDED
NUMBER
ELIGIBLE TO
ATTEND
NUMBER
ATTENDED
Kevin Barry
Adam Brimo
Spiro Pappas
David Buckingham
Professor Beverley Oliver
Maya Hari
9
9
9
9
9
9
9
9
9
9
9
9
2
–
2
2
–
–
2
–
2
2
–
–
1
–
–
–
1
1
1
–
–
–
1
1
24
Remuneration Report
The Remuneration Report for Non-Executive Directors, Executive Directors and other Key Management Personnel have
been prepared under the following main headings:
(i) Remuneration policy
(ii) Details of remuneration
(iii) Service agreements
(iv) Share-based remuneration
(v) Other information
(i) Remuneration Policy
The remuneration policy of the Group has been designed:
• to align rewards to business outcomes that deliver value to shareholders
• to create a high performance culture by setting challenging objectives and rewarding individuals based
on performance targets met
• to ensure remuneration is competitive in line with market to motivate and retain executive talent
The Board has established a Remuneration Committee which is responsible for determining and reviewing
remuneration arrangements for the Directors and the executive team.
The remuneration structure adopted by the Group consists of the following components:
• fixed remuneration being annual salary; and
• short term incentives, being employee share schemes and bonuses for selected executives.
The payment of bonuses, share options, performance rights and other incentive payments are reviewed by the
Remuneration Committee annually and a recommendation is put to the Board for approval. All bonuses, options,
performance rights and incentives are linked to pre-determined performance criteria.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
25
Directors’ Report (Continued)
(ii) Details of remuneration
The remuneration for key management personnel (KMP) of the Group during the year was as follows:
SHORT-TERM BENEFITS
POST-EMPLOYMENT
EQUITY-SETTLED SHARE-
BENEFITS
LONG-TERM BENEFITS
BASED PAYMENTS
SALARY
AND FEES
PROFIT SHARE
AND BONUSES
NON-MONE-
TARY
LEAVE AND
OTHER
OTHER
INCENTIVE
PLANS
LSL
SHARES/
UNITS
OPTIONS/
RIGHTS
PAYMENTS
BENEFITS
TOTAL
CASH-
SETTLED
SHARE-
BASED
TERMINA-
TION
Executive Directors
Adam Brimo
Spiro Pappas
Non-Executive Directors
Kevin Barry
David Buckingham
Professor Beverley Oliver
Maya Hari
Other KMP
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
Total KMP
$
$
2020
2019
2020 1
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020 2
2019
2020
2019
214,583
166,461
149,848
2,692
63,927
3,442
45,662
2,459
45,662
2,459
52,938
19,658
226,058
224,231
105,790
74,019
162,116
142,703
168,077
133,884
41,761
–
1,276,422
772,008
51,000
50,000
–
–
–
–
–
–
–
–
–
–
70,000
–
20,000
–
35,000
–
15,000
–
4,000
–
195,000
50,000
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
21,526
28,600
8,930
–
–
–
–
–
–
–
–
–
30,440
15,911
7,421
4,902
19,627
11,589
20,220
11,598
3,803
–
111,967
72,600
1. Spiro Pappas was re-designated from Non-Executive to an Executive Director on 30 June 2020.
2. Christina He – joined October 2020.
26
PENSION
AND
SUPERAN-
NUATION
20,385
23,281
12,652
6,073
327
4,338
234
4,338
234
$
–
–
–
21,455
22,813
12,858
10,221
15,401
14,658
15,967
13,821
3,967
–
117,434
85,589
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
191,667
31,632
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
31,632
31,632
31,632
31,632
27,714
27,714
27,714
27,714
20,786
131,642
158,160
191,667
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
307,494
268,342
171,430
225,991
70,000
35,401
50,000
34,325
50,000
34,325
52,938
51,290
375,667
262,955
173,783
89,142
259,858
168,950
246,978
159,303
74,317
–
1,832,465
1,330,024
(ii) Details of remuneration
The remuneration for key management personnel (KMP) of the Group during the year was as follows:
SHORT-TERM BENEFITS
POST-EMPLOYMENT
BENEFITS
LONG-TERM BENEFITS
EQUITY-SETTLED SHARE-
BASED PAYMENTS
Executive Directors
Adam Brimo
Spiro Pappas
Non-Executive Directors
Kevin Barry
David Buckingham
Professor Beverley Oliver
Maya Hari
Other KMP
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
Total KMP
SALARY
PROFIT SHARE
NON-MONE-
LEAVE AND
AND FEES
AND BONUSES
TARY
OTHER
$
214,583
166,461
149,848
2,692
63,927
3,442
45,662
2,459
45,662
2,459
52,938
19,658
226,058
224,231
105,790
74,019
162,116
142,703
168,077
133,884
41,761
–
2020
2019
2020 1
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
2020 2
2019
2020
2019
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
51,000
50,000
70,000
20,000
35,000
15,000
4,000
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
21,526
28,600
8,930
$
–
–
–
–
–
–
–
–
–
30,440
15,911
7,421
4,902
19,627
11,589
20,220
11,598
3,803
–
111,967
72,600
1. Spiro Pappas was re-designated from Non-Executive to an Executive Director on 30 June 2020.
2. Christina He – joined October 2020.
1,276,422
772,008
195,000
50,000
PENSION
AND
SUPERAN-
NUATION
$
20,385
23,281
12,652
–
6,073
327
4,338
234
4,338
234
–
–
21,455
22,813
12,858
10,221
15,401
14,658
15,967
13,821
3,967
–
117,434
85,589
OTHER
INCENTIVE
PLANS
LSL
SHARES/
UNITS
OPTIONS/
RIGHTS
CASH-
SETTLED
SHARE-
BASED
PAYMENTS
TERMINA-
TION
BENEFITS
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
$
–
–
–
191,667
31,632
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
191,667
–
31,632
–
31,632
–
31,632
–
31,632
27,714
–
27,714
–
27,714
–
27,714
–
20,786
–
131,642
158,160
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
TOTAL
$
307,494
268,342
171,430
225,991
70,000
35,401
50,000
34,325
50,000
34,325
52,938
51,290
375,667
262,955
173,783
89,142
259,858
168,950
246,978
159,303
74,317
–
1,832,465
1,330,024
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
27
Directors’ Report (Continued)
(iii) Service agreements
Remuneration and other terms of employment for the Executive Directors and other key management personnel are
formalised in a Service Agreement. The major provisions of the agreements relating to remuneration for the financial
year are set out below:
(a) Adam Brimo (Managing Director and Group CEO)
Adam’s base salary has been $200,000 per annum (plus superannuation) but was reviewed to $235,000 per annum (plus
superannuation) from 1 August 2020. In addition to the base salary, Adam has been granted a cash bonus of $51,000
based on meeting performance criteria. He is entitled to an incentive of 1,000,000 performance rights based on meeting
an annual recurring revenue target for FY2021.
(b) Spiro Pappas (Executive Director)
Spiro is paid a base salary of $150,000 (including superannuation) for his part-time role in a subsidiary company.
In addition to the base salary, Spiro was paid director’s fees of $50,000 (including superannuation).
(c) Cherie Diaz (Managing Director, Australia)
Cherie’s base salary has been $220,000 per annum (plus superannuation) but was reviewed to $235,000 per annum (plus
superannuation) from 1 August 2020. In addition to the base salary, Cherie has been granted a cash bonus of $70,000
based on meeting performance criteria. She is entitled to an incentive of 200,000 performance rights based on the
Company’s volume weighted average share price target being met during the period of the rights.
(d) Sarveen Kandiah (Managing Director, Malaysia)
Sarveen’s base salary has been MYR300,000 per annum but was reviewed to MYR330,000 per annum from 1 August 2020.
In addition to the base salary, Sarveen has been granted a cash bonus of $20,000 based on meeting performance criteria.
He is entitled to an incentive of 200,000 performance rights based on the Company’s volume weighted average share price
target being met during the period of the rights.
(e) David Collien
David’s base salary has been $150,000 per annum (plus superannuation) but was reviewed to $180,000 per annum (plus
superannuation) from 1 August 2020. David has been granted a cash bonus of $35,000 based on meeting performance
criteria. He is entitled to an incentive of 200,000 performance rights based on the Company’s volume weighted average
share price target being met during the period of the rights.
(f) Huat Koh
Huat’s base salary has been $160,000 per annum (plus superannuation) but was reviewed to $180,000 per annum (plus
superannuation) from 1 August 2020. Huat has been granted a cash bonus of $15,000 based on meeting performance
criteria. He is entitled to an incentive of 200,000 performance rights based on the Company’s volume weighted average
share price target being met during the period of the rights.
(g) Christina He
Christina is paid a base salary of $175,000 per annum (plus superannuation) and has been granted a cash bonus
of $4,000 based on meeting performance criteria. She is entitled to an incentive of 150,000 performance rights
based on the Company’s volume weighted average share price target being met during the period of the rights.
All the above service agreements otherwise contain customary terms for an agreement of such nature, including
in relation to intellectual property being the property of the Group, restraint of trade and confidentially. The service
agreements stipulate a range of two to three-month resignation periods.
28
(iv) Share-based remuneration
Options
All options refer to options over ordinary shares of the Company, which are exercisable on a one-for-one basis under
the terms of the agreements.
5,000,000 options were granted to the Directors as disclosed in the table below in FY2019, with the following key conditions:
• amount payable upon exercise of each option is $0.30
• option will expire three (3) years following their date of issue
• an option not exercised before the expiry date will automatically lapse on the expiry date.
Performance rights
The following performance rights were granted to Directors and other key management personnel:
(a) 2,750,000 performance rights were issued to 2 directors, Adam Brimo and David Buckingham, in FY2019. These
performance rights shall vest (following which the holder of the performance rights may elect to convert the
performance rights into ordinary shares of the Company) upon satisfaction of the following milestones:
– 50% of the performance rights held by each holder will vest in the event that the annual recurring revenue of the
Group is equal to or greater than $4,000,000 as at 31 December 2020; and
– 50% of the performance rights held by each holder will vest in the event that the annual recurring revenue of the
Group is equal to or greater than $8,000,000 as at 31 December 2021,
and the relevant annual recurring revenue being confirmed by the signed attestation of a registered company auditor
or is properly included in the Company’s audited financial statements.
1,375,000 of these performance rights lapsed as at the end of the financial year.
(b) 950,000 performance rights were issued during the financial year to the key management personnel comprising
of Cherie Diaz, David Collien, Sarveen Kandiah, Huat Koh and Christina He, as disclosed in the table below.
These performance rights shall vest over 3 years with 1/3 vesting annually on the condition that the Company’s
volume weighted average share price over any 30 consecutive trading days is equal to or higher than 55 cents.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
29
Directors’ Report (Continued)
Options and rights granted as remuneration
GRANT DETAILS
EXERCISED
LAPSED
BALANCE AT
BEGINNING
OF YEAR
ISSUE DATE
NO.
VALUE
NO.
VALUE
NO.
BALANCE AT
END OF
YEAR
NO.
–
–
–
–
–
–
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
(1,000,000)
1,000,000
(375,000)
375,000
(1,375,000)
1,375,000
–
–
–
–
–
–
200,000
200,000
200,000
200,000
150,000
950,000
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Directors
Options
Kevin Barry
1,000,000
9/12/2019
1,000,000
1,000,000
9/12/2019
1,000,000
$
(NOTE 1)
31,632
31,632
1,000,000
9/12/2109
1,000,000
31,632
1,000,000
9/12/2019
1,000,000
31,632
1,000,000
9/12/2019
1,000,000
31,632
5,000,000
5,000,000
158,160
Adam Brimo
2,000,000
9/12/2019
2,000,000
750,000
9/12/2019
750,000
2,750,000
2,750,000
–
–
–
–
–
–
–
–
–
1/10/2020
1/10/2020
200,000
200,000
27,714
27,714
1/10/2020
200,000
27,714
1/10/2020
1/10/2020
200,000
150,000
27,714
20,786
950,000
131,642
Spiro
Pappas
David
Buckingham
Professor
Beverley
Oliver
Maya Hari
Performance
rights
David
Buckingham
Other KMP
Performance
rights
Cherie Diaz
Sarveen
Kandiah
David
Collien
Huat Koh
Christina He
30
VESTED
UNVESTED
BALANCE AT
END OF YEAR
EXERCISABLE UNEXERCISABLE
TOTAL AT END
OF YEAR
TOTAL AT END
OF YEAR
NO.
NO.
Directors
Options
Kevin Barry
Spiro Pappas
David Buckingham
Professor Beverley Oliver
Maya Hari
Performance rights
Adam Brimo
David Buckingham
Other KMP
Performance rights
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
NO.
NO.
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
1,000,000
375,000
1,375,000
200,000
200,000
200,000
200,000
150,000
950,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
NO.
(NOTE 2)
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
5,000,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,000,000
375,000
1,375,000
200,000
200,000
200,000
200,000
150,000
950,000
Note 1 The fair value of options granted to Directors and performance rights granted to Other KMP as remuneration as shown
in the above table has been determined in accordance with Australian Accounting Standards and will be recognised as
an expense over the relevant vesting period to the extent that conditions necessary for vesting are satisfied.
The performance rights issued to Directors are subject to non-market vesting conditions, accordingly no value has been
recognised as the Company have not assessed that the condition is likely to be met at this point and will be reassessed
at future reporting dates.
Note 2 The exercise period for the vested options is subject to escrow period imposed by the ASX.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
31
Directors’ Report (Continued)
Description of Options/Rights Issued as Remuneration
Details of the options and performance rights granted as remuneration to those KMP listed in the previous table are
as follows:
GRANT DATE
ISSUER
9 December 2019 Company
9 December 2019 Company
1 October 2020
Company
ENTITLEMENT
ON EXERCISE
DATES EXERCISABLE
5,000,000
ordinary shares
Within 3 years following
grant date
1,375,000
ordinary shares
950,000
ordinary shares
Following satisfaction of
revenue milestones and within
5 years following grant date
Within 3 years on the condition
that the Company’s volume
weighted average share price
over any 30 consecutive trading
days is higher than 55 cents
VALUE PER
OPTION AT
GRANT
DATE
$
0.032 1
AMOUNT
PAID/
PAYABLE BY
RECIPIENT
$
1,500,000
EXERCISE
PRICE
$
0.30
–
–
– 2
0.139 1
–
–
1. Option and performance right values at grant date were determined using the Black-Scholes method.
2. No value has been recognised for the performance rights granted on 9/12/2019. An assessment of the performance
criteria was carried out and the criteria were not met.
(v) Other information
The number of ordinary shares in the Company during the year held by each of the Group’s key management personnel,
including their related parties, is set out below:
Adam Brimo
Kevin Barry
Spiro Pappas
David Buckingham
Professor Beverley Oliver
Maya Hari
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
Total
BALANCE
AT BEGINNING
OF YEAR
GRANTED AS
REMUNERA-
TION DURING
THE YEAR
ISSUED ON
EXERCISE OF
OPTIONS
DURING THE
YEAR
OTHER
CHANGES
DURING
THE YEAR
BALANCE AT
END OF YEAR
6,532,475
1,839,788
3,679,091
416,666
–
–
504,209
177,945
3,556,743
152,523
–
16,859,440
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6,532,475
1,839,788
3,679,091
416,666
–
–
504,209
177,945
3,556,743
152,523
–
16,859,440
There were no other transactions conducted between the Group and KMP or their related parties, apart from those
disclosed above relating to equity and compensation, that were conducted other than in accordance with normal
employee, customer or supplier relationships on terms no more favourable than those reasonably expected under
arm’s length dealings with unrelated persons.
This directors’ report, incorporating the remuneration report, is signed in accordance with a resolution of the Board
of Directors.
Kevin Barry
Chairman
Dated: 26 March 2021
32
Auditor’s Independence Declaration
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
33
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
For the financial year ended 31 December 2020
Revenue
Other income
Items of expense
Web-hosting and other direct costs
Employee benefits expense
Depreciation and amortisation
Promotional and advertising
Professional services
General and administrative costs
Pre-IPO and IPO-related costs
Finance income
Finance expenses
Loss before tax
Income tax
Loss for the year
Other comprehensive income:
Item that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
Total comprehensive loss for the year
Loss for the year attributable to:
Owners of the Company
Total comprehensive loss attributable to:
Owners of the Company
Losses per share attributable to owners of the Company
Basic losses per share (cents)
Diluted losses per share (cents)
This statement should be read in conjunction with the notes to the financial statements.
NOTE
2020
$
3
4
1,888,636
108,605
(590,852)
(4,703,663)
(253,569)
(370,417)
(985,211)
(756,529)
–
(5,663,000)
56,279
(17,544)
2019
$
1,602,613
18,638
(394,814)
(4,602,273)
(62,859)
(121,114)
(242,663)
(822,856)
(3,070,710)
(7,696,038)
7,131
(31,044)
5
6
9
9
(5,624,265)
(7,719,951)
–
–
(5,624,265)
(7,719,951)
(21,889)
(5,646,154)
(4,122)
(7,724,073)
(5,624,265)
(7,719,951)
(5,646,154)
(7,724,073)
(3.90)
(3.75)
(5.53)
(5.53)
34
Consolidated Statement of
Financial Position
As at 31 December 2020
ASSETS
Current assets
Trade and other receivables
Prepayments
Cash and cash equivalents
Non-current assets
Furniture, fittings and equipment
Intangible assets
Right-of-use assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Provisions
Lease liabilities
Borrowing
Deferred revenue
Net current assets
Non-current liabilities
Lease liabilities
Other payables
Total liabilities
Net assets
EQUITY
Equity attributable to the owners of the Company
Share capital
Accumulated losses
Reserves
Total equity
This statement should be read in conjunction with the notes to the financial statements.
NOTE
2020
$
2019
$
10
11
12
13
14
15
16
17
15
18
19
373,406
279,718
8,595,069
9,248,193
54,834
531,891
283,561
870,286
551,580
226,576
7,740,768
8,518,924
62,392
453,341
349,405
865,138
10,118,479
9,384,062
958,211
224,333
192,831
–
643,021
2,018,396
7,229,797
128,934
–
128,934
2,147,330
7,971,149
793,582
143,650
132,191
17,727
572,737
1,659,887
6,859,037
250,884
199,927
450,811
2,110,698
7,273,364
29,595,431
(25,037,705)
3,413,423
7,971,149
23,233,194
(19,413,440)
3,453,610
7,273,364
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
35
Consolidated Statement of
Changes in Equity
For the financial year ended 31 December 2020
SHARE CAPITAL
(NOTE 18)
RESERVES
(NOTE 19)
ACCUMULATED
LOSSES
$
$
$
TOTAL
$
Opening balance at 1 January 2020
23,233,194
3,453,610
(19,413,440)
7,273,364
Loss for the year
Other comprehensive income
Foreign currency translation, representing total
other comprehensive loss for the year
Total comprehensive loss for the year
–
–
–
–
(5,624,265)
(5,624,265)
(21,889)
–
(21,889)
(21,889)
(5,624,265)
(5,646,154)
Issuance of ordinary shares:
new ordinary shares
exercise of share options
Equity issuance costs
Fair value adjustment on shares issued
Share-based payment
5,939,499
629,166
(356,369)
149,941
–
–
–
–
(149,941)
131,643
–
–
–
–
–
5,939,499
629,166
(356,369)
–
131,643
Closing balance at 31 December 2020
29,595,431
3,413,423
(25,037,705)
7,971,149
Opening balance at 1 January 2019
12,937,238
15,841
(11,693,489)
1,259,590
SHARE CAPITAL
(NOTE 18)
RESERVES
(NOTE 19)
ACCUMULATED
LOSSES
$
$
$
TOTAL
$
Loss for the year
Other comprehensive income
Foreign currency translation, representing
total other comprehensive loss for the year
Total comprehensive loss for the year
Conversion of convertible preference shares
Valuation of employee share plan
Exercise of employee share plan
Issuance of ordinary shares:
pursuant to conversion of convertible notes
issuance to advisors and a director
pursuant to initial public offering of shares
Equity issuance costs
Fair value adjustment on shares issued
Valuation of options issued
–
–
–
9
824,606
96,863
3,700,000
766,667
8,000,000
(1,441,712)
(1,650,477)
–
–
(7,719,951)
(7,719,951)
(4,122)
–
(4,122)
(4,122)
(7,719,951)
(7,724,073)
–
–
–
–
–
–
–
1,650,477
1,791,414
–
–
–
–
–
–
–
–
–
9
824,606
96,863
3,700,000
766,667
8,000,000
(1,441,712)
–
1,791,414
Closing balance at 31 December 2019
23,233,194
3,453,610
(19,413,440)
7,273,364
This statement should be read in conjunction with the notes to the financial statements.
36
Consolidated Statement of Cash Flows
For the financial year ended 31 December 2020
Operating activities
Receipts from customers
Payments to suppliers and employees
Proceeds from other income
Net cash flows used in operating activities
Investing activities
Purchase of furniture, fittings and equipment, net of disposal
Purchase of intangible assets
Net cash flows used in investing activities
Financing activities
Proceeds from issuance of equity shares
Proceeds from exercise of share options
Proceeds from issuance of convertible notes
Proceeds from exercise of employee share options
Repayment of lease liabilities
Proceeds from/(repayment of) borrowing
Payments for pre-IPO and IPO costs
Share issue expenses
Net cash flows generated from financing activities
Net increase in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
11
This statement should be read in conjunction with the notes to the financial statements.
NOTE
2020
$
2019
$
3,183,122
(8,280,575)
108,605
2,242,609
(6,135,369)
18,638
23
(4,988,848)
(3,874,122)
(9,916)
(147,990)
(157,906)
(45,589)
(101,691)
(147,280)
5,939,499
629,166
–
–
(168,431)
(17,727)
–
(356,369)
6,026,138
879,384
(25,083)
7,740,768
8,595,069
8,000,000
–
3,700,000
96,863
–
17,727
(618,334)
(511,401)
10,684,855
6,663,453
583
1,076,732
7,740,768
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
37
Notes to the Financial Statements
31 December 2020
The consolidated financial statements and notes represent those of OpenLearning Limited and its Controlled Entities
(the Group).
The separate financial statements of the Parent Entity, OpenLearning Limited, have not been presented within this
financial report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on 26 March 2021 by the directors of the Company.
1. Summary of significant accounting policies
1.1 Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act 2001,
Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and in compliance
with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group
is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies
adopted in the preparation of these financial statements are presented below and have been consistently applied unless
stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial
assets and financial liabilities.
1.2 Going concern
The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal
business activity and the realisation and settlement of liabilities in the ordinary course of business.
The Group incurred a net loss of $5,624,265 (2019: $7,719,951) and net operating cash outflows of $4,988,848 (2019: $3,874,122)
for the financial year ended 31 December 2020. As at 31 December 2020, the Group had accumulated losses of $25,037,705
(31 December 2019: $19,413,440).
The Group has prepared a budget for the financial year ending 31 December 2021. The cashflow estimation derived from
the Group’s budget and the existing rate of cash outflows from operations indicate the ability of the Group to continue as
a going concern for a period of at least 12 months from the date this financial report was authorised for issue. Management
have a number of on-going initiatives which potentially will improve the Group’s cashflow generation beyond this period
of 12 months, some of which have been announced relating to the development of the UNSW Transition Program Online
and the development of micro-credentials and short courses. The key assumptions of this assessment are based on the
inflow of funds from the capital raising completed in November 2020, on-going sales collection, potential revenue from
new ventures pertaining to the UNSW Transition Program Online and development of micro-credentials and short courses
and conscientious monitoring of working capital needs.
The financial statements have therefore been prepared on a going concern basis for the above reasons.
1.3 Principles of consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the Parent (OpenLearning Limited)
and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The Parent controls
an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 21.
Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully
eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where
necessary to ensure uniformity of the accounting policies adopted by the Group.
Where applicable, equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as
“non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests
in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value
or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition,
non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income.
Non-controlling interests are shown separately within the equity section of the statement of financial position and
statement of comprehensive income.
The consolidated financial statements of the Group have been prepared in accordance with the pooling of interest method
as the Group is a continuation of the existing business of OpenLearning Global Pte Ltd and its subsidiaries. The assets
and liabilities of the combining entities are reflected at their carrying amounts as reported in the consolidated financial
statements. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity
as a common control reserve. The consolidated income statements and consolidated statements of comprehensive income
reflect the results of the combining entities for the entire periods under review, irrespective of when the combination took
place. Apart from the above, subsidiaries are consolidated from the date of acquisition, being the date on which the
Group obtains control, and continue to be consolidated until the date that such control ceases.
38
1.4 Functional and presentation currency
The functional currency of each of the Group’s entities is the currency of the primary economic environment in which
that entity operates. The consolidated financial statements are presented in Australian dollars, which is the Parent Entity’s
functional currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date
of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary
items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except exchange
differences that arise from net investment hedges.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive
income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the
exchange difference is recognised in profit or loss.
Group companies
The financial results and position of foreign operations, whose functional currency is different from the Group’s
presentation currency, are translated as follows:
• assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
•
income and expenses are translated at exchange rates on the date of transaction; and
• all resulting exchange differences are recognised in other comprehensive income.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars
are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement
of financial position and allocated to non-controlling interest where relevant. The cumulative amount of these differences
is reclassified into profit or loss in the period in which the operation is disposed of.
1.5 Furniture, fittings and equipment
All items of furniture, fittings and equipment are initially recorded at cost. Subsequent to recognition, furniture, fittings
and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:
Computer
Office equipment
Leasehold improvement
60 months
60 months
60 months
The carrying values of furniture, fittings and equipment are reviewed for impairment when events or changes
in circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively,
if appropriate.
An item of furniture, fittings and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss on de-recognition of the asset is included in profit or loss in the year
the asset is derecognised.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
39
Notes to the Financial Statements (Continued)
Intangible assets
1. Summary of significant accounting policies (continued)
1.6
Intangible assets acquired separately are measured initially at cost. Following initial acquisition, intangible assets are carried
at cost and where applicable, less any accumulated amortisation and/or any accumulated impairment losses. Internally
generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected
in profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are
reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as
appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more frequently
if the events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating
unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life
is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change
in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.
(i) Domain names and trademarks
Domain names and trademarks are recognised at cost of acquisition. They are considered to have an infinite life and are
carried at cost less any impairment losses.
(ii) Learning platform software
Learning platform software is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and
any impairment losses. Software has an estimated useful life of ten years. Any costs incurred to improve the software after
acquisition is expensed to the profit or loss. It is assessed annually for impairment.
(iii) Course design
Course design is costs expended:
• to develop the study courses for the UNSW Transition Program Online, a direct entry program for students to enter
UNSW; and
• to develop the OpenCreds’ micro-credential courses with interested course creators, including cash grants given
to the course creators to initiate the development of the courses.
The costs incurred are capitalised up to the stage when the study courses are ready for commercial use. They have a finite
life and are carried at cost less accumulated amortisation and any impairment losses. The estimated useful life is based on
the period of contracts.
Impairment of non-financial assets
1.7
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when an annual impairment testing for an asset is required, the Group makes an estimate
of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and
its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash-generating
unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses of continuing operations are recognised in profit or loss, except for assets that are previously revalued
where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other
comprehensive income up to the amount of any previous revaluation.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine
the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of
the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit
or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.
40
1.8 Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions
of the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase
or the sale of the asset (i.e. trade date accounting is adopted).
Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where
the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or
loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances,
valuation techniques are adopted.
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant
financing component or if the practical expedient was applied as specified in paragraph 63 of AASB 15: Revenue from
Contracts with Customers.
Classification and subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest
method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense to profit
or loss over the relevant period.
The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly
discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at
initial recognition.
Financial assets
Financial assets are subsequently measured at:
• amortised cost;
• fair value through other comprehensive income; or
• fair value through profit or loss.
Measurement is on the basis of two primary criteria:
• the contractual cash flow characteristics of the financial asset; and
• the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
• the financial asset is managed solely to collect contractual cash flows; and
• the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest
on the principal amount outstanding on specified dates.
A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive
income:
• the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest
on the principal amount outstanding on specified dates; and
• the business model for managing the financial asset comprises both contractual cash flows collection and the selling
of the financial asset.
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through
other comprehensive income are subsequently measured at fair value through profit or loss.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement
of financial position.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
41
Notes to the Financial Statements (Continued)
1. Summary of significant accounting policies (continued)
1.8 Financial instruments (continued)
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled or
expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial
modification to the terms of a financial liability, is treated as an extinguishment of the existing liability and recognition
of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder’s contractual rights to its cash flows expires, or the asset is transferred
in such a way that all the risks and rewards of ownership are substantially transferred.
All the following criteria need to be satisfied for the derecognition of a financial asset:
• the right to receive cash flows from the asset has expired or been transferred;
• all risk and rewards of ownership of the asset have been substantially transferred; and
• the Group no longer controls the asset (ie it has no practical ability to make unilateral decisions to sell the asset
to a third party).
• On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying
amount and the sum of the consideration received and receivable is recognised in profit or loss.
Impairment
1.9
The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised
cost or fair value through other comprehensive income.
Loss allowance is not recognised for:
• financial assets measured at fair value through profit or loss; or
• equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument.
A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received,
all discounted at the original effective interest rate of the financial instrument.
The Group uses the following approaches to impairment, as applicable under AASB 9: Financial Instruments:
• the general approach; and
• the simplified approach;
General approach
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are
credit-impaired, and:
•
•
if the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures
the loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; and
if there has been no significant increase in credit risk since initial recognition, the Group measures the loss allowance
for that financial instrument at an amount equal to 12-month expected credit losses.
Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires
the recognition of lifetime expected credit loss at all times.
This approach is applicable to:
• trade receivables or contract assets that result from transactions that are within the scope of AASB 15: Revenue from
Contracts with Customers, and which do not contain a significant financing component; and
•
lease receivables.
•
In measuring the expected credit loss, a provision matrix for trade receivables is used, taking into consideration various
data to get to an expected credit loss (ie diversity of its customer base, appropriate groupings of its historical loss
experience, etc).
42
Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the
statement of profit or loss and other comprehensive income.
The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset.
Assets measured at fair value through other comprehensive income are recognised at fair value with changes in fair
value recognised in other comprehensive income. The amount in relation to change in credit risk is transferred from
other comprehensive income to profit or loss at every reporting period.
1.10 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and with online payment providers, cash on hand and short-term deposits
that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.
1.11 Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which
it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the
reporting period.
1.12 Employee benefits
Short-term employee benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits
(other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual
reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term
employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.
The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as part
of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual
leave entitlements are recognised as provisions in the statement of financial position.
Defined contribution benefits
All employees of the Group receive defined contribution entitlements, for which the Group pays fixed contribution to the
employee’s superannuation fund of choice for the employees in Australia and to a state pension fund for the employees in
Malaysia. All contributions in respect of employees’ defined contribution entitlements are recognised as an expense when
they become payable. The Group’s obligation with respect to employees’ defined contribution entitlements is limited to
its obligation for any unpaid contributions at the end of the reporting period. All obligations for unpaid contributions are
measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are presented as current
liabilities in the Group’s statement of financial position.
Termination benefits
When applicable, the Group recognises a liability and expense for termination benefits at the earlier of:
• the date when the Group can no longer withdraw the offer for termination benefits; and
• when the Group recognises costs for restructuring pursuant to AASB 137: Provisions, Contingent Liabilities
and Contingent Assets and the costs include termination benefits.
In either case, unless the number of employees affected is known, the obligation for termination benefits is measured
on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled
wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the
(undiscounted) amounts expected to be paid.
Equity-settled compensation
The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair
value of the instruments at grant date and amortised over the vesting periods. The fair value of options is determined
using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted
at the end of each reporting period such that the amount recognised for services received as consideration for the
equity instruments granted is based on the number of equity instruments that eventually vest.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
43
Notes to the Financial Statements (Continued)
1. Summary of significant accounting policies (continued)
1.13 Revenue
Revenue arises from Platform SaaS fees, Marketplace sales and Services sales.
To determine recognition of revenue, the Group: (i) identifies the contract with a customer, (ii) identifies the performance
obligations in the contract, (iii) determines the transaction price, (iv) allocates the transaction price to the performance
obligations and (v) recognises revenue when or as each performance obligation is satisfied.
Revenue is recognised either at a point in time or over time, when or as the Group satisfies performance obligations
by transferring the promised goods or services to its customers.
(a) Platform SaaS fees
Revenue from platform SaaS subscription fees is recognised over the period during which customers are granted access
to the platform.
(b) Marketplace sales
Revenue from marketplace sales is recognised when customers subscribe for the courses and the course is delivered.
For courses sold on behalf of third parties, revenue is recognised based on revenue sharing arrangements.
(c) Services sales
Revenue from the provision of services is recognised over time reflecting the progress for the completion of a performance
obligation for which the Group has an enforceable right to payment.
Platform SaaS fees and Services sold to customers in advance, which are yet to be utilised, are recognised initially
in the balance sheet as deferred income and released to revenue in line with the above recognition criteria.
1.14 Taxes
(a) Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that
are enacted or substantively enacted at the end of the reporting period, in the countries where the Group operates and
generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside
profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions
taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and
establishes provisions where appropriate.
(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the end of the reporting period
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
• Where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting
profit nor taxable profit or loss; and
•
In respect of taxable temporary differences associated with investments in subsidiaries and associate, where the timing
of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
• Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither
accounting profit nor taxable profit or loss; and
•
In respect of deductible temporary differences associated with investments in subsidiaries and associate, deferred tax
assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be utilised.
44
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset
to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
end of each reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items
are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity
and deferred tax arising from a business combination is adjusted against goodwill on acquisition.
(c) Sales tax
The applicable sales taxes are the Goods and Services Tax (GST) and the Sales and Service Tax (SST), depending on the tax
jurisdiction where the Group operates. Revenues, expenses and assets are recognised net of the amount of sales tax except:
• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority,
in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense
item as applicable; and
• Receivables and payables are stated with the amount of sales tax included.
1.15 Borrowing Costs
Borrowing costs are recognised in profit or loss in the period in which they are incurred.
1.16 Share capital and share issue expenses
Proceeds from issuance of equity shares are recognised as share capital in equity. Incremental costs directly attributable
to the issuance of ordinary shares are deducted against share capital.
1.17 Leases
The Group as lessee
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use
asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However, all contracts
that are classified as short-term leases (i.e. a lease with a remaining lease term of 12 months or less) and leases of low-value
assets are recognised as an operating expense on a straight-line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the lease payments still to be paid at commencement date.
The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the
Group uses the incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
• fixed lease payments less any lease incentives;
• variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
• the amount expected to be payable by the lessee under residual value guarantees;
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
•
lease payments under extension options, if lessee is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above,
any lease payments made at or before the commencement date, as well as any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects that the Group
anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
45
Notes to the Financial Statements (Continued)
1. Summary of significant accounting policies (continued)
1.18 New and Amended Accounting Policies Adopted by the Group
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
2. Critical accounting judgements and estimates
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities. Actual results may differ
from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods affected.
2.1 Judgements made in applying accounting policies
In the process of applying the Group’s accounting policies, management has made the following judgements which
have the most significant effect on the amounts recognised in the consolidated financial statements:
(a) Recognition of Services revenue
The amounts of revenue recognised in the reporting period depends on the extent to which the performance obligations
have been satisfied. Recognising Services revenue requires significant judgement in determining milestones, actual work
performed and the estimated costs to complete the work.
(b) Share-based payment transactions
The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option
pricing model.
(c) Capitalisation of learning platform software and course design
Distinguishing the phases of a new customised software or course design project and determining whether the recognition
requirements for the capitalisation of development costs are met requires judgement. Post-capitalisation, management
monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised
costs may be impaired.
2.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting
period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below. The Group based its assumptions and estimates on parameters available when
the financial statements were prepared. Existing circumstances and assumptions about future developments, however,
may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected
in assumptions when they occur.
Impairment of non-financial assets
(a)
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which
is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on
available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices
less incremental costs for disposing the asset. The value in use calculation is based on a discounted cash flow model.
Impairment of receivables
(b)
The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset
is impaired. Factors such as the probability of insolvency or significant financial difficulties of the debtor and default or
significant delay in payments are objective evidence of impairment. In determining whether there is objective evidence
of impairment, the Group considers whether there is observable data indicating that there have been significant changes
in the debtor’s payment ability or whether there have been significant changes with adverse effect in the technological,
market, economic or legal environment in which the debtor operates in.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based
on historical loss experience for assets with similar credit risk characteristics.
46
3. Revenue
Revenue from contracts with customers
Platform SaaS fees
Marketplace sales
Services sales
GROUP
2020
$
1,127,453
141,297
619,886
2019
$
722,525
247,779
632,309
1,888,636
1,602,613
3.1 The Group has disaggregated revenue into various categories in the following table. The revenue
is disaggregated by geographical market, product/service lines and timing of revenue recognition.
YEAR TO 31 DECEMBER 2020
PLATFORM SAAS
SERVICES
MARKETPLACE
2020
$
2019
$
2020
$
2019
$
2020
$
2019
$
2020
$
TOTAL
2019
$
Geographical
markets
Australia
Malaysia
Singapore
Timing of
revenue
recognition
Products
and services
transferred
to
customers:
At a point
in time
Over time
677,621
441,949
7,883
1,127,453
499,726
211,579
11,220
722,525
575,578
44,308
–
375,475
256,834
–
125,441
15,856
–
207,234
40,545
–
1,378,640
1,082,435
502,113
7,883
508,958
11,220
619,886
632,309
141,297
247,779
1,888,636
1,602,613
–
–
–
–
141,297
247,779
141,297
247,779
1,127,453
1,127,453
722,525
722,525
619,886
619,886
632,309
632,309
–
–
141,297
247,779
1,747,339
1,888,636
1,354,834
1,602,613
4. Other income
Cash flow boost incentive/Government grant
Others
GROUP
2020
$
100,000
8,605
108,605
2019
$
13,632
5,006
18,638
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
47
Notes to the Financial Statements (Continued)
5. Loss for the year
Loss before income tax from continuing operations includes the following specific expenses:
Employee benefits expense
share-based payment
severance costs
Depreciation and amortisation
depreciation on furniture, fittings and equipment
depreciation on right-of-use assets
amortisation of intangible assets
Professional services
contractors
General and administrative costs
write-off/loss on disposal of furniture, fittings and equipment
surrender of lease costs
foreign currency translation losses
impairment of trade receivables
travelling costs
Pre-IPO and IPO-related costs
share-based payment
GROUP
2020
$
131,643
–
15,875
176,199
61,495
2019
$
–
183,019
31,095
31,764
–
483,791
104,437
1,422
–
14,909
66,096
29,586
61,017
67,518
13,538
15,354
101,131
–
2,452,376
Income tax
Income tax expense
6.
6.1
There are no income tax expenses for the current and previous financial years as the Group does not have taxable profits.
At the end of the reporting period, the Group has tax losses of approximately $20,580,000 (2019: $15,014,000) that are
available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax
asset is recognised due to uncertainty of their recoverability. The use of these tax losses is subject to the agreement
of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which
the companies operate.
6.2 The prima facie tax on losses from ordinary activities before income tax is reconciled to the income tax as follows
Loss before tax from continuing operations
Prima facie tax benefit on loss from ordinary activities before tax at the domestic tax
rates where the Group operates
Add/(subtract):
Tax effect of:
non-allowable items
effect of tax losses not recognised
tax benefit of deductible equity raising costs
under-provision for income tax in prior year
movement in unrecognised temporary difference
Income tax attributable to entity
GROUP
2020
$
(5,624,265)
(1,507,822)
2019
$
(7,719,951)
(2,041,189)
69,119
1,601,612
(100,068)
–
(62,841)
–
842,192
1,325,226
(117,456)
30,689
(39,462)
–
The above reconciliation is prepared by aggregating separate reconciliations for each tax jurisdiction where the Group
operates. A summary of the domestic tax rates by country where the Group operates is as follows:
48
Australia
Singapore
Malaysia
2020
%
27.5
17.0
24.0
2019
%
27.5
17.0
24.0
7. Key Management Personnel
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each
member of the Group’s key management personnel (KMP) for the year ended 31 December 2020.
The totals of remuneration paid to KMP of the Group during the year are as follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
Total KMP compensation
2020
$
1,583,389
117,434
131,642
2019
$
894,608
85,589
349,827
1,832,465
1,330,024
Short-term employee benefits
These amounts include fees paid to the non-executive Chairman and non-executive directors as well as all salary, paid
leave benefits and any cash bonuses awarded to executive directors and other KMP.
Post-employment benefits
These amounts are the current-year’s estimated costs of providing for the Group’s superannuation contributions made
during the year.
Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured
by the fair value of the options, rights and shares granted on grant date.
Further information in relation to KMP remuneration can be found in the directors’ report.
8. Auditors’ remuneration
Remuneration of the auditor for:
– auditing or reviewing the financial statements
– preparation of investigating accountants report
GROUP
2020
$
56,000
–
56,000
2019
$
37,940
20,000
57,940
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
49
Notes to the Financial Statements (Continued)
9. Losses per share
Both the basic and diluted losses per share have been calculated by dividing the loss for the year attributable to owners
of the Company by the weighted average number of ordinary shares outstanding during the financial year.
The reconciliation of the weighted average number of ordinary shares for the purposes of calculating the diluted losses
per share is as follows:
Weighted average number of ordinary shares for basic losses
per share computation
Effects of dilution from:
– share options issued to convertible note holders
– share options issued to advisors
Weighted average number of ordinary shares for diluted losses
per share computation
10. Trade and other receivables
CURRENT
Trade receivables
Provision for impairment
Other receivables
Provision for impairment
Total current trade and other receivables
31 DECEMBER 2020
31 DECEMBER 2019
144,065,986
139,666,641
5,537,495
558,667
–
–
150,162,148
139,666,641
NOTE
10a(i)
GROUP
2020
$
330,006
(30,223)
299,783
73,623
–
73,623
373,406
2019
$
651,287
(187,094)
464,193
87,387
–
87,387
551,580
All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation
of fair value.
The following table shows the movement in lifetime expected credit loss that has been recognised for trade and
other receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments.
GROUP
NET MEASURE-
MENT OF LOSS
ALLOWANCE
AMOUNTS
WRITTEN OFF
CLOSING
BALANCE
31 DECEMBER
2019
OPENING
BALANCE
1 JANUARY
2019
$
$
$
$
a. Lifetime Expected Credit Loss: Credit Impaired
(i) Current trade receivables
183,908
15,354
(12,168)
187,094
GROUP
NET MEASURE-
MENT OF LOSS
ALLOWANCE
AMOUNTS
WRITTEN OFF
CLOSING
BALANCE
31 DECEMBER
2020
OPENING
BALANCE
1 JANUARY
2020
$
$
$
$
187,094
27,810
(184,681)
30,223
(i) Current trade receivables
50
The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the
use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables
have been grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as
at 31 December 2020 is determined as follows; the expected credit losses also incorporate forward-looking information.
The “amounts written off”, if any, are all due to customers declaring bankruptcy, or term receivables that have now
become unrecoverable.
2020
Expected loss rate
Gross carrying amount
Loss allowing provision
2019
Expected loss rate
Gross carrying amount
Loss allowing provision
CURRENT
$
0%
361,334
–
CURRENT
$
0%
421,584
–
>30 DAYS
PAST DUE
>60 DAYS
PAST DUE
>90 DAYS
PAST DUE
$
0%
5,706
–
$
0%
196
–
$
83.1%
36,393
30,223
>30 DAYS
PAST DUE
>60 DAYS
PAST DUE
>90 DAYS
PAST DUE
$
0%
26,629
–
$
0%
66,903
–
$
83.7%
223,558
187,094
TOTAL
$
7.5%
403,629
30,223
TOTAL
$
25.3%
738,674
187,094
Credit risk
The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties
other than those receivables specifically provided for and mentioned within this note. In FY2017, there was a significant
contract signed with a private education institution in Malaysia that subsequently encountered financial difficulty. The Group
made an impairment of $178,481 for this receivable in FY2018 representing 50% of the total receivable from this debtor.
This debtor has in FY2020 settled the balance of the 50% owing that has not been impaired. The Group has determined
that the amount impaired for this debtor is uncollectible and has written off this amount in FY2020. The class of assets
described as “trade and other receivables” is considered to be the main source of credit risk related to the Group.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty
and there is no realistic prospect of recovery; for example, when the debtor has been placed under liquidation or has
entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier.
Collateral Pledged
A charge over trade receivables transacted through the Paypal platform has been provided for a borrowing in FY2019.
This charge has been released upon repayment of the borrowing in FY2020. Refer to Note 17 for further details.
11. Cash and cash equivalents
Cash at bank and on hand
Cash with online payment providers
Short-terms deposits placed with banks
GROUP
2020
$
1,457,750
37,319
7,100,000
8,595,069
2019
$
1,641,000
1,618
6,098,150
7,740,768
Included in short-term deposits of the Group as at 31 December 2019 is an amount of $98,150 that is pledged to a bank
as collateral for the issuance of a bank guarantee in respect of an office tenancy. The restriction on this bank deposit was
removed in the financial year 2020.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
51
Notes to the Financial Statements (Continued)
12. Furniture, fittings and equipment
GROUP
COMPUTER
OFFICE
EQUIPMENT
LEASEHOLD
IMPROVEMENT
$
$
$
22,984
3,043
(2,431)
(425)
23,171
6,202
4,708
(1,009)
(266)
9,635
13,536
20,082
1,923
–
(53)
30,999
4,950
–
–
21,952
35,949
902
7,063
–
–
7,965
27,984
4,569
4,104
–
(35)
8,638
13,314
GROUP
COMPUTER
OFFICE
EQUIPMENT
LEASEHOLD
IMPROVEMENT
$
$
$
54,649
6,207
(38,600)
728
22,984
10,864
9,330
(14,184)
192
6,202
16,782
57,865
5,490
(44,027)
754
20,082
22,031
12,227
(30,092)
403
4,569
15,513
42,402
33,892
(45,941)
646
30,999
14,361
9,538
(23,274)
277
902
30,097
TOTAL
$
74,065
9,916
(2,431)
(478)
81,072
11,673
15,875
(1,009)
(301)
26,238
54,834
TOTAL
$
154,916
45,589
(128,568)
2,128
74,065
47,256
31,095
(67,550)
872
11,673
62,392
2020
Cost
At 1 January 2020
Additions
Disposals
Exchange difference
At 31 December 2020
Accumulated depreciation
At 1 January 2020
Depreciation for the year
Disposals
Exchange difference
At 31 December 2020
Net carrying amount
2019
Cost
At 1 January 2019
Additions
Disposals
Exchange difference
At 31 December 2019
Accumulated depreciation
At 1 January 2019
Depreciation for the year
Disposals
Exchange difference
At 31 December 2019
Net carrying amount
52
13.
Intangible assets
DOMAIN
NAMES AND
TRADEMARKS
GOODWILL
GROUP
LEARNING
PLATFORM
SOFTWARE
WORK-IN-
PROGRESS
LEARNING
PLATFORM
SOFTWARE
COURSE
DESIGN
$
$
$
2020
Cost
At 1 January 2020
Reclassification
Additions
Exchange difference
37,096
24,500
–
–
–
–
–
–
At 31 December 2020
37,096
24,500
Accumulated
amortisation
At 1 January 2020
Amortisation for the
year
Exchange difference
At 31 December 2020
–
–
–
–
–
–
–
–
Net carrying amount
37,096
24,500
391,745
(391,745)
–
–
–
–
–
–
–
–
$
–
391,745
$
–
–
–
163,240
(30,503)
361,242
–
163,240
–
61,495
(7,308)
54,187
–
–
–
–
TOTAL
$
453,341
–
163,240
(30,503)
586,078
–
61,495
(7,308)
54,187
307,055
163,240
531,891
2019
Cost
At 1 January 2019
Additions
Exchange difference
At 31 December 2019
Net carrying amount
37,096
24,500
–
–
37,096
37,096
–
–
24,500
24,500
239,816
147,776
4,153
391,745
391,745
–
–
–
–
–
–
–
–
–
–
301,412
147,776
4,153
453,341
453,341
Domain names and trademarks are recognised at cost of acquisition. Goodwill represents premium paid for business assets.
These are considered to have an infinite life and are carried at cost less any impairment losses.
Learning platform software is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and
any impairment losses. Software has an estimated useful life of ten years. Amortisation commences when the software
is ready for commercial use.
Course design is costs expended to develop the OpenCreds’ micro-credential courses and the study courses for the
UNSW Transition Program Online. It has a finite life based on the contract periods and is carried at cost less accumulated
amortisation and any impairment losses. Course design has an estimated useful life of five years. Amortisation commences
when the courses are ready for commercial use.
Domain names and trademarks and Goodwill are allocated to the cash-generating unit which is based on the Group’s
reporting geographical segment in Australia.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
53
Notes to the Financial Statements (Continued)
14. Right-of-use assets
The Group’s leases comprise of lease of office premises. These leases have lease terms of between 2 to 3 years.
i) AASB 16 related amounts recognised in the balance sheet
Right of use assets
Leased office premises
Accumulated depreciation
Exchange difference
Total right-of-use assets
Movement in carrying amounts:
Leased office premises:
At 1 January
Additions
Depreciation expense
Exchange difference
Net carrying amount
ii) AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right-of-use assets
Interest expense on lease liabilities
Short-term leases expense
Low-value asset leases expense
Total cash outflows for leases
15. Trade and other payables
CURRENT
Trade payables
Other payables and accrued expenses
NON-CURRENT
Other payables
a. Financial liabilities at amortised cost classified as trade and other payables
Trade and other payables:
– total current
– total non-current
Financial liabilities as trade and other payables
2020
$
2019
$
488,289
(207,963)
3,235
283,561
349,405
107,120
(176,199)
3,235
283,561
2020
$
176,199
8,684
11,766
26,395
206,592
GROUP
2020
$
361,117
597,094
958,211
–
958,211
958,211
–
958,211
381,169
(31,764)
–
349,405
–
381,169
(31,764)
–
349,405
2019
$
31,764
1,906
277,288
27,572
304,860
2019
$
452,514
341,068
793,582
199,927
993,509
793,582
199,927
993,509
Included in other payables for FY2019 is an amount of $389,516 of which $199,927 is disclosed as non-current owing to the
Australian Tax Office being an instalment plan payable over 23 monthly instalments arising from PAYG withheld for which
interest is charged at average rate of 7.98% p.a. This amount owing to the Australian Tax Office was fully repaid in FY2020.
Trade and other payables are otherwise non-interest bearing.
54
16. Provisions
Current:
Provision for annual leave
GROUP
2020
$
2019
$
224,333
143,650
17. Borrowing
The borrowing balance represents a working capital loan provided by Paypal which is secured over the funds transacted
through the Paypal payment gateway. This borrowing attracts an upfront loan fee of 18.5% with the borrowing repaid from
30% deduction of the receivables collected through the payment gateway until the borrowing is fully settled. This borrowing
was fully repaid in FY2020.
18. Share capital
164,024,967 (31 Dec 2019: 139,666,641) fully paid ordinary shares
18.1 Movements in ordinary shares
31 DECEMBER
2020
31 DECEMBER
2019
$
$
29,595,431
23,233,194
Issued and fully paid ordinary shares:
At 1 January
Issuance of shares during the year:
– pursuant to OLGAI Share Exchange Agreement
– pursuant to OLGSG Share Exchange Agreement
– conversion of convertible notes
– issuance to advisors and a director
– public offering of shares
– exercise of share options
– Fair value adjustment on shares issued
At 31 December
Issued and fully paid “A” shares:
At 1 January
Shares issued on conversion of convertible
preference shares
Transfer pursuant to OLGSG Share Exchange
Agreement
At 31 December
Issued and fully paid “B” shares:
At 1 January
Shares issued on conversion of convertible
preference shares
Transfer pursuant to OLGSG Share Exchange
Agreement
At 31 December
GROUP
2020
NO. OF SHARES
$ NO. OF SHARES
2019
$
139,666,641
25,477,155
25,000,000
5,189,487
–
–
–
–
–
–
–
–
16,527,200
23,472,801
30,833,307
3,833,333
96,863
8,550,009
3,700,000
766,667
21,212,495
5,939,499
40,000,000
8,000,000
3,145,831
–
629,166
149,941
–
–
–
(825,871)
164,024,967
32,195,761
139,666,641
25,477,155
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7,500,000
4,895,597
7,500,000
3
(12,395,597)
(7,500,003)
–
–
1,050,000
1,050,000
685,384
6
(1,735,384)
(1,050,006)
–
–
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
55
Notes to the Financial Statements (Continued)
18. Share capital (continued)
18.1 Movements in ordinary shares (continued)
Equity issuance costs
At 1 January
Costs arising from equity issuance
At 31 December
GROUP
2020
NO. OF SHARES
$ NO. OF SHARES
2019
$
–
–
–
(2,243,961)
(356,369)
(2,600,330)
–
–
–
(802,249)
(1,441,712)
(2,243,961)
Total ordinary shares at 31 December
164,024,967
29,595,431
139,666,641
23,233,194
Corporate reorganisation
The Group undertook the transactions described below in the previous FY2019 as part of a corporate reorganisation
to facilitate the listing of the Company on the ASX.
The Company acquired the entire issued and paid-up share capital of OLG Australia Investors Pte Ltd (“OLGAI”) from
all its shareholders (“OLGAI Shareholders”) via the entry and execution of a share exchange agreement made between
the OLGAI Shareholders and the Company (“OLGAI Share Exchange Agreement”).
OLGAI together with a group of minority shareholders (“OLGSG Minority Shareholders”) owns the entire issued and paid-up
share capital of OpenLearning Global Pte Ltd (“OLGSG”). OLGSG in turn owns the entire issued and paid-up share capital
in Open Learning Global Pty Ltd (“OLGAU”) and OpenLearning Global (M) Sdn Bhd (“OLGMY”). OLGAU and OLGMY are
the operating subsidiaries of the Group providing a cloud-based social learning platform, learning design services and
sale of education courses through a global marketplace.
The Company, together with the execution of the OLGAI Share Exchange Agreement, also acquired the entire issued
and paid-up share capital of OLGSG via the entry and execution of a share exchange agreement made between the
OLGSG Minority Shareholders and the Company (“OLGSG Share Exchange Agreement”).
Pursuant to the OLGAI Share Exchange Agreement and the OLGSG Share Exchange Agreement (collectively, the “Group
Share Exchange Agreements”), both the OLGAI Shareholders and the OLGSG Minority Shareholders sold and transferred
all their respective shares in OLGAI and OLGSG to the Company in exchange for the Company allotting to each of the
OLGAI Shareholders and OLGSG Minority Shareholders new shares in the Company representing all the issued and
paid-up shares of the Company.
Following the completion of the Group Share Exchange Agreements, the Company further issued shares (i) pursuant to
conversion of convertible notes, (ii) to advisors and a director for services rendered and (iii) for the initial public offering
of shares on the ASX.
18.2 Movements in unquoted options over ordinary shares
EXERCISE PERIOD
On or before 9 December 2021*
On or before 9 December 2022*
On or before 9 December 2022*
Total unquoted options
* exercise of the options is subject to escrow periods.
EXERCISE
PRICE PER
SHARE
NUMBER
ON ISSUE AT
1 JAN 2020
EXERCISED
NUMBER
ON ISSUE AT
31 DEC 2020
$0.20
$0.20
$0.30
30,833,307
(3,145,831)
27,687,476
2,793,333
5,000,000
–
–
2,793,333
5,000,000
38,626,640
(3,145,831)
35,480,809
56
18.3 Performance rights
2,750,000 performance rights were granted on 9 December 2019 to two directors of the Company. Half of these
performance rights have lapsed. The balance of the rights are exercisable to 1,375,000 ordinary shares in the Company
with Nil consideration provided an annualised recurring revenue milestone is met, are exercisable within 5 years following
grant date and are subject to an escrow period.
950,000 performance rights were granted on 1 October 2020 to key management personnel of the Company.
These performance rights are exercisable to 950,000 ordinary shares in the Company with Nil consideration over
3 years with 1/3 vesting annually on the condition that the Company’s volume weighted average share price over
any 30 consecutive trading days is equal to or higher than 55 cents.
None of the above performance rights vested during the financial year 2020.
19. Reserves
Foreign currency translation reserve
Common control reserve
Share option reserve
GROUP
2020
$
(10,170)
1,650,477
1,773,116
2019
$
11,719
1,650,477
1,791,414
3,413,423
3,453,610
(i) Foreign currency translation reserve
Foreign currency translation reserve represents exchange differences arising from the translation of the financial statements
of the Company and its subsidiaries whose functional currencies are different from that of the Group’s presentation currency.
(ii) Common control reserve
Common control reserve records difference between the fair value of net assets acquired and consideration paid.
(iii) Share option reserve
Share option reserve records items recognised as expenses on valuation of share options.
20. Financial risk management
The Group’s principal financial instruments comprise of receivables, payables, cash at bank and short-term deposits.
The Board of Directors has overall responsibility for the oversight and management of the Group’s exposure to a variety
of financial risks (including credit risk, foreign currency risk, liquidity risk and interest rate risk).
The overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising potential
adverse effects on the financial performance including the review of future cash flow requirements.
(a) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.
The Group’s exposure to liquidity risk arises primarily from cash outflows from current operating losses. The Group’s
objective is to focus on maintaining an appropriate level of overheads in line with the Group’s business plan and available
cash resources, with the objective of achieving a cashflow positive business within the budgeted timeline.
The table below summarise the maturity profile of the Group’s financial assets and liabilities at the end of the reporting
period based on contractual undiscounted repayment obligations.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
57
Notes to the Financial Statements (Continued)
20. Financial risk management (continued)
(a) Liquidity risk (continued)
WITHIN 1 YEAR
1 TO 5 YEARS
OVER 5 YEARS
TOTAL
2020
2019
2020
2019
GROUP
Financial assets –
cash flows realisable
Trade and other
receivables
2020
$
2019
$
373,406
551,580
8,595,069
Cash and short-term
deposits
Total anticipated inflows 8,968,475 8,292,348
Financial liabilities
due for payment
7,740,768
958,211
793,582
Trade and other
payables
Lease liability
$
–
–
–
–
$
–
–
–
199,927
192,831
132,191
128,934
250,884
Borrowing
–
Total expected outflows 1,151,042
Net inflow/(outflow)
on financial instruments 7,817,433 7,348,848
943,500
17,727
–
–
128,934
450,811
(128,934)
(450,811)
$
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
2020
$
2019
$
373,406
551,580
8,595,069
7,740,768
8,968,475 8,292,348
958,211
993,509
321,765
–
383,075
17,727
1,279,976
1,394,311
7,688,499 6,898,037
(b) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its
obligations. The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets
(including cash and short-term deposits), the Group minimise credit risk by dealing with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit
risk exposure. The Group trades with third parties that are considered creditworthy. In addition, receivable balances
are monitored on an ongoing basis.
Exposure to credit risk
At the end of the reporting period, the Group’s maximum exposure to credit risk is represented by the carrying amount
of each class of financial assets recognised on the balance sheets.
Credit risk concentration profile
Except as disclosed in Note 10 above, the Group does not have any significant exposure to any individual customer
or counterparty nor does it have any major concentration of credit risk related to any financial instruments.
Financial assets that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are with creditworthy debtors with good payment
records with the Group. Cash and short-term deposits and investment securities that are neither past due nor impaired
are placed with or entered into with reputable financial institutions.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 10.
(c) Foreign currency risk
Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due
to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than
the AUD functional currency of the Group.
With instruments being held by overseas operations, fluctuations in the SGD Singapore dollar and USD United States
dollar may impact on the Group’s financial results.
The following table shows the foreign currency risk on the financial assets and liabilities of the Group’s operations
denominated in currencies other than the functional currency of the operations.
58
2020
GROUP
Functional currency of entity:
Australian dollar
Statement of financial position exposure
2019
GROUP
Functional currency of entity:
Australian dollar
Statement of financial position exposure
NET FINANCIAL ASSETS/(LIABILITIES) IN AUD
USD
SGD
OTHER
TOTAL AUD
33,091
33,091
22,970
22,970
–
–
56,061
56,061
NET FINANCIAL ASSETS/(LIABILITIES) IN AUD
USD
SGD
OTHER
TOTAL AUD
19,873
19,873
15,040
15,040
–
–
34,913
34,913
Foreign currency risk concentration profile
The Group does not have any significant exposure to any specific foreign currency grouping nor does it have any major
concentration of foreign currency risk related to any financial instruments.
Interest rate risk
(d)
The Group’s exposure to market interest rates relate to cash deposits held at variable rates. The management monitors
its interest rate exposure and consideration is given to potential renewals of existing positions.
Sensitivity analysis for interest rate risk
The following table demonstrate the sensitivity of profit/(loss) and equity to a reasonably possible change in interest rates
of +/ – 50 basis points, will all other variables held constant.
Year ended 31 December 2020
+0.5% in interest rates
-0.5% in interest rates
Year ended 31 December 2019
+0.5% in interest rates
-0.5% in interest rates
21.
Interests in subsidiaries
GROUP
PROFIT
EQUITY
$
$
42,975
(42,975)
38,704
(38,704)
42,975
(42,975)
38,704
(38,704)
NAME
PRINCIPAL ACTIVITIES
COUNTRY OF
INCORPORA-
TION
PROPORTION (%) OF
OWNERSHIP INTEREST
Held by the Company
OLG Australia Investors Pte Ltd
OpenLearning Global Pte Ltd
Held by OpenLearning
Global Pte Ltd
Open Learning Global Pty Ltd
OpenLearning Global (M)
Sdn Bhd
Investment holding
Investment holding and
provision of online education
platform and services
Singapore
Singapore
Provision of online education
platform and services
Provision of online education
platform and services
Australia
Malaysia
* 63.89% held via OLG Australia Investors Pte Ltd
2020
%
100
100*
100
100
2019
%
100
100*
100
100
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
59
Notes to the Financial Statements (Continued)
22. Operating segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by management
in assessing performance and determining the allocation of resources.
The Group’s sales, marketing and professional services operations are managed on the basis of geographical location.
The Group’s shared services, which includes software engineering, product management and finance, are primarily located
in Australia and expenses are primarily booked within the Australian entity, with the addition of a separate corporate
overheads segment. Operating segments are therefore determined on the same basis and the Group has four reportable
segments as follows:
(a) Australia
(b) Malaysia
(c) Singapore
(d) Corporate (based in Australia)
2020
AUSTRALIA
MALAYSIA
SINGAPORE
Revenue:
External sales
Segment results:
Web-hosting and other direct costs
Employees benefit expenses
Depreciation and amortisation
Promotional and advertising
Professional services
General and administration
Segment loss
Segment assets
Segment liabilities
$
$
$
1,378,640
502,113
7,883
(327,255)
(3,067,754)
(141,423)
(238,154)
(608,362)
(337,671)
(263,597)
(857,732)
(111,849)
(9,122)
(189,474)
(102,537)
–
(3,145)
(297)
–
(22,552)
(7,581)
CORPORATE
(AUSTRALIA)
$
–
–
TOTAL
$
1,888,636
(590,852)
(775,032)
(4,703,663)
–
(123,141)
(164,823)
(308,740)
(253,569)
(370,417)
(985,211)
(756,529)
(3,249,969)
(1,025,619)
(28,140)
(1,320,537)
(5,624,265)
4,075,580
1,269,959
828,121
635,724
21,592
5,193,186
10,118,479
734
240,913
2,147,330
2019
AUSTRALIA
MALAYSIA
SINGAPORE
Revenue:
External sales
Segment results:
Web-hosting and other direct costs
$
$
$
1,082,435
508,958
11,220
(200,007)
(194,424)
(383)
CORPORATE
(AUSTRALIA)
$
–
–
TOTAL
$
1,602,613
(394,814)
Employees benefit expenses
(3,272,534)
(1,133,985)
(114,673)
(81,081)
(4,602,273)
Depreciation and amortisation
Promotional and advertising
Professional services
General and administration
Pre-IPO and IPO-related costs
Segment loss
Segment assets
Segment liabilities
(39,828)
(93,721)
(152,272)
(587,426)
–
(22,734)
(9,593)
(13,184)
(207,977)
–
(3,277,271)
(1,068,187)
1,247,588
1,559,841
881,067
470,000
(297)
(1,366)
(57,327)
(15,604)
(245,548)
(422,964)
129,894
94,650
–
(16,434)
(19,880)
(11,849)
(62,859)
(121,114)
(242,663)
(822,856)
(2,825,162)
(3,070,710)
(2,951,529)
(7,719,951)
7,125,513
(13,793)
9,384,062
2,110,698
60
23. Cash flow information
Reconciliation of cash flows from operating activities with loss after income tax:
Loss after tax
Non-cash flows in loss for the year:
Depreciation and amortisation
Write-off/Loss on disposal of furniture, fittings and equipment
Unrealised exchange (gain)/loss
Pre-IPO and IPO Costs
Share-based payment
Changes in assets and liabilities:
Decrease/(increase) in trade and other receivables
Increase in trade and other payables
Net cash flows used in operating activities
GROUP
2020
$
2019
$
(5,624,265)
(7,719,951)
253,569
1,422
23,332
62,859
61,017
(10,113)
–
3,070,710
131,643
125,032
100,419
–
(80,750)
742,106
(4,988,848)
(3,874,122)
24. Events after the reporting period
No matters or circumstances have arisen since the end of the financial year that significantly affected or could significantly
affect the operations of the Group in future financial years.
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
61
Directors’ Declaration
In accordance with a resolution of the directors of OpenLearning Limited, the directors of the Company declare that:
1.
the financial statements and notes, as set out, are in accordance with the Corporations Act 2001 and:
a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial
statements, constitutes compliance with International Financial Reporting Standards; and
b. give a true and fair view of the financial position as at 31 December 2020 and of the performance for the year
ended on that date of the consolidated group;
2.
3.
in the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they become due and payable; and
the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer.
On behalf of the Board of Directors
Kevin Barry
Chairman
Dated: 26 March 2021
62
Independent Auditor’s Report
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
63
Independent Auditor’s Report (Continued)
64
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
65
Independent Auditor’s Report (Continued)
66
0
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
|
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
m
L
g
n
i
n
r
a
e
L
n
e
p
O
67
Shareholder Information
The shareholder information set out below was applicable as at 31 March 2021
A. Distribution of Equity Securities – Ordinary Shares
Analysis of numbers of equity security holders by size of holding:
SPREAD OF HOLDINGS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
TOTAL
NUMBER
OF HOLDERS
34
598
396
847
179
NUMBER
OF UNITS
5,912
1,867,644
3,319,093
30,207,942
128,624,376
% OF TOTAL
ISSUED
CAPITAL
0.00%
1.14%
2.02%
18.42%
78.42%
2,054
164,024,967
100.00%
Based on the price per security, number of holders with an unmarketable holding: 372, with total 793,785, amounting to
0.48% of Issued Capital
B. Distribution of Equity Securities – Share Options
Analysis of numbers of option holders by size of holding:
SPREAD OF HOLDINGS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
TOTAL
C. Distribution of Equity Securities – Performance Rights
Analysis of numbers of Performance Rights holders by size of holding:
SPREAD OF HOLDINGS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
TOTAL
NUMBER
OF HOLDERS
NUMBER
OF UNITS
% OF TOTAL
SHARE
OPTIONS
–
–
–
22
46
68
–
–
–
–
–
–
1,489,208
33,991,601
4.20%
95.80%
35,480,809
100.00%
NUMBER
OF HOLDERS
NUMBER
OF UNITS
% OF TOTAL
PERFORMANCE
RIGHTS
–
–
–
–
7
7
–
–
–
–
–
–
–
–
3,700,000
3,700,000
100.00%
100.00%
68
D. Equity Security Holders – Ordinary Shares
Twenty largest quoted equity security holders. The names of the twenty largest holders of quoted equity securities are
listed below:
NAME
NATIONAL NOMINEES LIMITED
MAGNA INTELLIGENT SDN BHD
MR CLIVE ALYN MAYHEW-BEGG
MR ADAM MAURICE BRIMO
BNP PARIBAS NOMS(NZ) LTD
Continue reading text version or see original annual report in PDF format above